The Limited Liability Myth

Limited liability means that shareholders and directors are generally not personally responsible for company debts. Your personal assets (home, savings, etc.) should be protected from business creditors. However, this protection has significant exceptions and can be "pierced" in various circumstances, leaving you personally liable.

Directors can face personal liability in numerous situations:

• • Wrongful or fraudulent trading
• • Personal guarantees given to banks or suppliers
• • Tax liabilities (PAYE, VAT, Corporation Tax)
• • Health and safety breaches
• • Employment law violations
• • Environmental liabilities
• • Breach of fiduciary duties

Wrongful trading occurs when directors continue trading despite knowing (or should have known) that the company cannot avoid insolvent liquidation. Directors can be held personally liable for all debts incurred after this point.

The cost can be substantial - we've seen cases where directors faced personal liability of £2M+ for continuing to trade when insolvent. The key is recognizing the warning signs early and taking appropriate action.

Yes, HMRC has extensive powers to pursue directors personally for company tax debts in various circumstances:

• • Personal liability notices for PAYE and NICs
• • Joint and several liability for VAT
• • Fraudulent or negligent conduct
• • Phoenix company situations

HMRC can freeze personal bank accounts, place charges on property, and pursue bankruptcy proceedings. The amounts can be substantial, often exceeding £500K.

Personal guarantees are legal commitments where you personally guarantee company debts. If the company defaults, creditors can pursue your personal assets directly, bypassing limited liability protection entirely.

Common situations requiring personal guarantees:

• • Bank loans and overdrafts
• • Property leases
• • Supplier credit agreements
• • Equipment finance

While sometimes unavoidable, always seek legal advice before signing and consider alternatives like security deposits or shorter terms.

D&O insurance provides crucial protection by covering:

• • Legal defense costs
• • Damages and settlements
• • Regulatory investigations
• • Employment practices claims
• • Wrongful trading allegations

Quality D&O policies can provide £1M-£10M+ coverage and are essential for any director. However, they don't cover everything - criminal acts, personal guarantees, and some tax liabilities are typically excluded.

If you're facing personal liability claims, act immediately:

1. Don't ignore the claims - they won't go away
2. Seek specialist legal advice immediately
3. Gather all relevant documentation
4. Check your insurance coverage
5. Consider asset protection strategies
6. Explore settlement options where appropriate

Early intervention is crucial. Many claims can be defended successfully or settled for significantly less than the original amount if handled properly from the start.

Yes, there are legitimate strategies to protect personal assets:

• • Proper corporate structuring
• • Asset protection trusts
• • Spouse/family ownership structures
• • Comprehensive insurance coverage
• • Regular legal compliance reviews

However, these must be implemented before problems arise and must comply with all legal requirements. Attempting to hide assets after liability issues emerge can result in criminal charges.

Both executive and non-executive directors face similar liability risks:

Executive Directors: Involved in day-to-day operations, typically face higher exposure due to direct involvement in business decisions.

Non-Executive Directors: While less involved operationally, they still have full legal responsibilities and can face personal liability for company failures.

The law makes no distinction - all directors have the same duties and potential liabilities regardless of their role or level of involvement.