EWCA 625 (2009) Holland v HMRC

Unlawful dividends and de facto director - Taxpayer won

Case Summary:

Mr Holland and his wife were directors of a company which was in turn the director of 42 insolvent companies. HMRC had shown that the companies were associated and so owed further CT because of a technical error underlying their structure. HMRC then alleged Mr and Mrs Holland had been guilty of misfeasance and breaches of duty in causing the payment between 24 April 2002 and 19 October 2004 of unlawful dividends totalling some £13m. The High Court held that Mr Holland being de facto director of the companies should pay some of the CT due. But the Court of Appeal held that he was not a director of the companies and so not liable.