A company director had not received relevant payments knowing that the company had wilfully failed to deduct and pay PAYE and NICs, so was not personally liable for the company’s unpaid liabilities. 

The appellant (MB), a solicitor, decided in January 2010 to create an alternative business structure legal firm. He incorporated a company (CPL). Another company (CMS), which provided support services on an outsourced basis for CPL, was incorporated on 24 September 2013, placed into administration on 12 December 2019, and put into compulsory liquidation on 30 January 2020.  

MB was one of two directors of CMS from the date of incorporation until the date of administration and was a major shareholder. MB was also the CEO of CMS’s parent company (F), which also went into administration on 12 December 2019. F was also the parent company of CPL. F, CMS and CPL comprised a group. In March 2021, HM Revenue and Customs (HMRC) opened a