A Guide for Directors of Limited Companies — Know Your Boundaries Before You Act

Running a limited company comes with a great deal of freedom, but it also comes with a framework of responsibilities that every director must understand. Whether you’ve been a director for years or you’re relatively new to the role, one of the most important principles to keep front of mind is this: your company should only be doing what it was set up to do. Straying outside those boundaries — even with the best of intentions — can create real problems, both legally, financially and from a tax perspective.

Stick to What Your Company Was Set Up For

When your company was incorporated, it was registered with a specific purpose in mind. That purpose is reflected in your SIC code (Standard Industrial Classification code), which tells Companies House, HMRC, lenders and the wider world what your business actually does. HMRC pays close attention to whether a company is genuinely carrying out the activities it was established for, and this matters more than many directors realise.

HMRC’s own guidance makes clear that when assessing a company’s activities, they will look at factors such as whether the company is fulfilling the purpose for which it was originally set up, what the source of any income is, why any income-generating assets were acquired, and what decisions have actually been taken by the board. In short, HMRC builds a picture of what your company really does — and if that picture doesn’t match what’s on the tin, questions will follow.

The practical message here is straightforward: if your company was set up to be a Special Purpose Vehicle (SPV) for property investment, it should only be carrying out this activity. It should not be dabbling in trading activity (consultancy, ect), lending money to third parties, investing in shares or taking on activities that bear no relation to its original purpose. Please be aware that on some bank accounts, there is an option to automatically transfer your “asset”/funds into stocks and shares that will fall under investing in shares.

Doing so without taking the right steps first can expose the company and you personally as a director to unnecessary risk.

Thinking About a New Activity? Understand the Implications First

Business evolves, and there will be times when you genuinely want to expand or pivot what your company does. That’s entirely legitimate, but it needs to be done properly. If the new activity you’re considering falls outside your current SIC code, you need to understand what that means before you proceed.

From a Companies House perspective, you may need to update your registered SIC code to reflect the new activity. This is not merely an administrative formality, it has real consequences, especially if you have a mortgage on a company owned property. Before making any updates at Companies House, please contact us first for advice.

Property Companies with a Mortgage: A Critical Point

If your company holds property and there is a mortgage on that property, this deserves very careful attention before you make any changes to how the company operates. Mortgage lenders typically impose conditions through their loan agreements, known as covenants, that restrict what the borrowing company can do. These covenants are there to protect the lender’s security, and breaching them, even inadvertently, can have serious consequences.

Common restrictions in commercial mortgage agreements include limitations on changing the nature of the business, taking on additional borrowing, making significant changes to the company’s ownership or directorship, or using the mortgaged property for a purpose other than that agreed at the time of lending. If your property company starts conducting activities that fall outside what was agreed with the lender, for example, converting a buy-to-let property into a short-term holiday let, or using the company to carry on a trade, you could find yourself in technical breach of your mortgage terms.

This is not a theoretical concern. We have seen this happen with our own clients, and the consequences can be serious. Breaching mortgage covenants, even unintentionally, can give the lender the right to demand early repayment of the loan, which can place the company under significant financial pressure at very short notice.

The key takeaway is that your obligations don’t begin and end with HMRC and Companies House, your mortgage lender has a contractual relationship with your company, and that relationship comes with its own set of rules. Before making any material change to how your property company operates, review your mortgage documentation carefully and, where necessary, seek consent from your lender in advance.

HMRC & Companies House Implications

Your SIC code influences how HMRC categorises your company for tax purposes, which can affect everything from the reliefs available to you to the way your accounts are scrutinised. A mismatch between what your company is doing and what it is registered as doing is exactly the kind of thing that can trigger an HMRC enquiry.

Beyond the administrative angle, there are also legal considerations. The Companies Act 2006 places duties on directors to act within their powers and in accordance with the company’s constitution. If your articles of association restrict the company’s activities to a particular area, acting outside those restrictions without first amending them could mean that contracts entered into are potentially unenforceable, or that you are personally exposed to liability. Courts have noted that the degree of regulation around directorship can catch even the most sophisticated directors unawares, so taking proper advice before branching out is not overcaution, it is good governance.

When in Doubt, Ask First

Perhaps the most important piece of advice we can offer is this: if you are thinking about doing something new with your company, please get in touch with us before you do it. It is always far easier and far less costly, to plan a change properly than to unpick the consequences of one that was made without proper consideration.

Tax rules, company law, and lender requirements all interact with each other in ways that are not always obvious. What might seem like a simple commercial decision can have knock-on effects across multiple areas. A quick conversation with us at the outset can save a great deal of time, money, and stress further down the line.

We are here to help you run your company in a way that is compliant, tax efficient, and well-structured, so please do reach out before taking any significant steps, and we can work through the implications together.

Thandi Nicholls Ltd
Creative Industries Centre
Glaisher Drive
Wolverhampton
West Midlands
WV10 9TG