Why this matters.
IR35 (the off-payroll working rules) determines whether someone working through their own limited company should be taxed as an employee for that engagement. Since April 2021, medium and large private sector businesses are responsible for assessing the IR35 status of contractors they engage — getting it wrong can mean the business becomes liable for unpaid tax, National Insurance, interest and penalties, sometimes running into hundreds of thousands of pounds for a single contractor relationship over several years.
HMRC actively investigates IR35 status, particularly where a contractor works in a way that looks indistinguishable from an employee — fixed hours, using company equipment, taking instructions day-to-day, and no real ability to send a substitute. Even small businesses that are exempt from making the formal determination still need contracts and working practices that reflect genuine self-employment if they want contractors to remain genuinely outside IR35.