What is an Umbrella Company?
Navigating the intricate landscape of UK tax legislation is no easy feat, especially for contractors. Amidst the myriad of regulations, one term stands out prominently: Umbrella Companies. But what is an umbrella company?
In this comprehensive guide, we delve deep into the heart of umbrella companies. Whether you’re an aspiring contractor or a seasoned veteran seeking clarity, this guide aims to empower you with the knowledge to make informed decisions and remain compliant.
What is an Umbrella Company?
Umbrella companies act as employers to contractors for the length of a specific engagement, turning the self-employed into taxable employees. They employ contractors working on temporary assignments, serving as intermediaries between contractors and their clients (the end client or recruitment agency).
The role of an umbrella company is administration-focused. They manage timesheets, invoice the relevant party on behalf of the contractor, calculate and pay the required taxes and National Insurance contributions, and pay the remaining monies to the contractor (less any fees/margin for services rendered).
While the concept of an umbrella company may seem counterintuitive to being self-employed, they serve a required niche created by the introduction of IR35.
As contractors become employees for the time they work through an umbrella company, they are no longer subject to IR35 checks. As such, umbrella companies are the most popular choice for those required to work inside IR35. In fact, clients often stipulate that contractors must work through an umbrella company if the contract is Inside IR35.
'Umbrella Company' Meaning
The term ‘umbrella company’ refers to the fact that the business provides administrative services to many contractors simultaneously. Unlike limited companies, it is not unique to the individual.
How Does an Umbrella Company Work?
Although it can seem complicated in theory, the mechanics of working through an umbrella company are relatively straightforward:
i) Sign A Contract
Once you have decided which umbrella company to work through, a contract of employment is signed between yourself and the umbrella company, effectively making you an employee of the umbrella company for the length of the contract.
As an umbrella company employee, you have no actual contractual relationship with the end client. Instead, the umbrella company will sign an agreement with your recruitment agency or end client, the details of which (contract rate, hours worked, etc.) you have already agreed to.
If your agency/client and the umbrella have an existing relationship, this process should be simple, using pre-agreed terms and only requiring confirmation of specific details. If no current relationship exists, this process will be slightly longer as both sides perform the necessary due diligence.
ii) Working And Timesheets
Once you start working, you must provide a timesheet detailing work hours for each contractually agreed payment cycle (usually weekly). These are typically submitted through an online portal and countersigned by your client.
iii) Invoicing And Taxes
The umbrella company will invoice the end client directly; the amount is determined by the contractually agreed rate and the number of hours recorded in Step 2. The umbrella company will then deduct employment costs and their margin from the amount received.
iv) Payment
The remainder (minus any pension contributions) will be paid to the contractor via PAYE, ensuring all required taxes are paid directly to HMRC. This payment is made directly into the contractor’s personal bank account, meaning there is no need to set up a separate business account. The contractor will receive a payslip with a detailed breakdown of the deductions.
Are Umbrella Companies Safe?
There is a common misconception that umbrella companies have unethical or confusing practices around handling taxes and payments to contractors.
Provided an umbrella company complies with HMRC’s rules correctly, take-home pay should never vary – regardless of the chosen umbrella company. The only deduction that varies amongst different providers is the margin, the fee umbrella companies charge for their services rendered.
Contractors should treat any umbrella company that claims they can provide tax advantages with extreme caution! All umbrella companies must follow HMRC’s tax rules and regulations in the same way as any employer. There is almost no room to manage your tax liability advantageously once you enter PAYE.
Difference Between Umbrella Company and Limited Company?
A limited company is a separate legal entity through which business is conducted; all liability lies with the business rather than the owner(s).
Umbrella companies employ contractors working on temporary engagements; they serve as intermediaries between contractors and their clients (either the end client or recruitment agency), with their primary responsibility being to organise payment for work performed.
While some specialists may recommend one direction over the other, contractors should be wary of service providers promoting their own self-interests. There is no one-size-fits-all approach, instead, you’ll need to consider IR35, length of contracts, earnings, and how much control you’d like.
i) Employment Status
Employment status is the primary difference between operating via a limited company and an umbrella company.
Contracting via a limited company means you are self-employed. You are both a director and a shareholder with complete control. It is your responsibility to sort out the company’s financial and administrative affairs and ensure the correct tax is paid (both business and personal).
Umbrella companies act as employers to contractors for the length of a specific engagement, effectively turning the self-employed into taxable employees (thus becoming eligible for PAYE). While contractors retain the flexibility to set their own working conditions (via contract negotiations), most of the administration is done by the umbrella company.
ii) Being Paid
As a limited company contractor, you must negotiate payment terms and invoice clients for work performed. You must set up a business bank account, register for VAT if required and submit HMRC-compliant invoices. If no payment terms are agreed upon, the law assumes a standard 30-day payment period exists. The client will pay your company directly, and you can then pay yourself.
An umbrella company is essentially an invoicing vehicle for contractors; it allows them to avoid the administrative duties involved in payment processing. Contractors working through an umbrella service will submit timesheets and leave the rest to the umbrella company. They will invoice the client on your behalf, and the client will pay the umbrella company, which, in turn, will pay you.
iii) Tax
Provided your contract falls outside IR35, one of the main benefits of contracting via a limited company is that it is the most tax-efficient way to operate. Limited company contractors can access various expenses and tax allowances.
They have great flexibility over when to take income from the company, pay themselves a tax-efficient combination of salary and dividends, and even transfer shares to a spouse (if appropriate).
Unfortunately, there is very little contractors can do to minimise their tax liabilities when working through an umbrella company. As umbrella company employees, contractors are subject to the same income tax (via PAYE) and National Insurance contributions as permanent employees.
Contractors must also cover employment costs (such as Employer’s National Insurance contributions) out of the agreed-day rate.
iv) Admin
If you set up a limited company, you become a company director with many financial and statutory responsibilities. HMRC and Companies House (the official registrar of companies in the UK) both have tax and reporting obligations that need to be met.
As a director, it is your responsibility to meet these obligations. Given the complexities involved and the penalties for getting something wrong, most contractors employ a specialist contractor accountant to help run a limited company.
An umbrella company acts as a contractor’s administrative vehicle, meaning contractors avoid the hassle of dealing with any paperwork. Contractors submit their timesheets detailing hours worked for each contractually agreed payment cycle, and the umbrella company does the rest. They issue invoices, calculate the relevant tax and National Insurance contributions, and chase outstanding payments. All the contractor needs to do is work.
v) Expenses
Whether a contract is Inside or Outside IR35 determines what expenses a contractor can claim.
As a limited company contractor working Outside IR35, you can claim tax relief on several business expenses. So long as the expense was incurred wholly and exclusively for the purposes of running the business, the costs can be offset against corporation tax payments.
Prior to April 2021, contractors working Inside IR35 via an umbrella company were entitled to claim a 5% general expense allowance on the value of the contract. This 5% was given at a flat rate, calculated on the gross fees receivable, and there was no requirement to provide receipts or other proof of expenditure.
Since April 2021, new rules have been introduced which significantly curtail who can claim the 5% allowance. For all public sector and most private sector contracts, the 5% allowance no longer exists. The only exception is if the contract is in the private sector and the client is deemed a ‘small company’.
Advantages and Disadvantages of an Umbrella Company
The main advantages and disadvantages of an umbrella company are:
i) Admin Free (Advantage)
An umbrella company will handle the administrative tasks usually involved in running a business. They will take care of invoicing, compliance with legislation, and calculating taxes and National Insurance. All you need to do is submit timesheets.
ii) Easy To Start (Advantage)
Compared to incorporating a limited company, getting started with an umbrella company is more accessible. All you need to do is choose an umbrella company, sign a contract, and you’re good to go.
iii) Non-Committal (Advantage)
Given how easy it is to start with an umbrella company, they are great for those only looking to contract for the short term. If you are unsure whether contracting is for you, it may not be worth the investment, administratively and financially, to set up a limited company.
iv) Increased Tax Liability (Disadvantage)
An umbrella company is not as tax-efficient as trading via a limited company. With no access to dividends, all income will be taxed through PAYE. In addition, you will be responsible for both employee and employer National Insurance contributions.
v) No Expenses (Disadvantage)
Since April 2021, new rules have been introduced that significantly curtail when and what expenses can be claimed when working through an umbrella company.
Contractors And Umbrella Companies
If your contract is deemed to be inside IR35, then the benefits of contracting via a limited company become obsolete. You are considered an employee for tax purposes, meaning you pay income tax and National Insurance at the same level as a company employee.
Contractors that continue to work via a limited company while inside IR35 will have taxes deducted at source by the fee payer (the end hirer or agency). The fee payer will allocate a tax code and make the relevant national insurance and income tax deductions.
The remaining amount is then paid to the limited company along with any VAT owed. As the fee payer has already deducted tax from the monies paid to the limited company, the contractor does not need to pay any further personal taxes (income, NICs, or dividend), and the company does not need to pay any corporation tax on the received amount. This avoids any issues related to double taxation.
Working inside IR35 via a limited company is not tax-efficient as you will still incur expenses involved in running a business (accountancy costs, insurance costs, etc) while also maintaining the responsibilities of filing accounts and tax returns.
While it is technically possible to continue to work through a limited company if your contract is inside IR35, most clients will refuse to engage you. They will have preferred methods of engagement, usually via an umbrella.
Umbrella companies are IR35 as they act as vehicle toy tax contractors in the same way as permanent employees. They are also seen as the ‘safe’ option by clients worried about the consequences of getting IR35 wrong.
As such, if you find yourself working inside IR35, you may have no choice but to operate through an umbrella company.
A limited company is, therefore, suitable for you if:
- Your contract is outside IR35, and
- You intend to contract for the long term.
An umbrella company is right for you if:
- Your contract is Inside IR35, or
- You only intend to contract for the short term.
Sole trader contracting is not a viable option; almost all agencies and clients will reject contractors operating as such. It exposes agencies and clients to employment tribunals, and the unlimited liability exposure makes it less appealing for contractors.