Company directors: New Self Assessment obligations

Introduction

New information requirements apply to Self Assessment returns for the tax year ended 5 April 2026. An individual who is already required to file a Self Assessment return may now need to complete a separate employment page (SA102) for each company directorship they hold.

The requirements can apply even where the directorship is unpaid, the company is dormant, or the director receives no income and owns no shares in the company. This note provides a high-level overview of the new rules and the information that may be needed.

Who is affected?

The new rules do not, by themselves, require an individual to register for Self Assessment. They affect the information to be included by an individual who is already required to file a tax return for another reason.

For each directorship held during 2025/26, the individual should consider whether an SA102 employment page is required. In broad terms:

• A paid directorship requires an SA102 in order to disclose the taxable pay and/or benefits in the normal way. Further disclosures will depend on the nature of the company.
• An unpaid directorship of a UK company normally requires an SA102, but the disclosures will depend on the nature of the company.
• An unpaid directorship of a non-UK company does not require an SA102.
• An unpaid directorship in a UK-registered charity or community interest company is excepted from the SA102 requirement provided no dividends or other distributions are received.

HMRC have not yet clarified whether their references to UK companies and non-UK companies relate to the tax residence status of the company or where it is incorporated, but it seems likely to be based on tax residence.

The position should be considered separately for every company of which the individual is a director, including dormant companies and investment companies, such as freehold companies through which leasehold owners of flats sometimes own the freehold interest. If the individual is a director of multiple companies within a corporate group, each group company needs to be considered individually.

Every SA102 must include a PAYE reference, whether or not the company has any PAYE obligations. If the company does not have a PAYE reference, a dummy reference of “000/N” should pass HMRC’s validations.

Disclosures required from 2025/26

The amount of additional information that needs to be disclosed depends on whether the company is a close company. Broadly, a close company is a UK tax resident company controlled by five or fewer participators, or by any number of participators who are also directors. Specialist advice may be needed where the status is uncertain.

Non-close companies

For a directorship of a non-close UK company, the SA102 entries are limited. Apart from taxable pay and benefits, the individual generally only needs to confirm that they are a director and that the company is not close.

Close companies

For a directorship of a close company, the SA102 should include the following information in addition to any taxable pay and benefits:

• Confirmation that the individual is a director and that the company is close.
• The company name.
• The company registration number.
• The amount of dividend income received by the individual from that company during the tax year, which may be £0.
• The percentage of the company’s share capital held by the individual. This may be 0%. If the percentage changed during the year, the highest percentage is reported.

As the dividend and shareholding disclosures are based on holdings/dividends of the individual personally, zero entries are common for subsidiary companies in corporate groups where the parent company owns all of the shares and receives all of the dividends.

If the shares are owned by a trust or a partnership, HMRC’s interpretation of ‘held by’ is currently unclear. For example, if shares are held in a bare trust, the legal owner (i.e. registered owner) is the trustee but the beneficial owner is the beneficiary. If the director is the beneficiary, the percentage disclosed will depend on whether we are counting shares that based on legal ownership or beneficial ownership. The legislation appears to point towards legal ownership, but HMRC have not yet opined publicly on their position.

Similarly, HMRC’s interpretation of dividends ‘received by’ the individual is unclear where there is a transparent entity receiving the dividend. For example, a dividend received by a limited liability partnership on shares that it owns are normally taxed on the members as though they received a share of the dividend directly, but they do not actually receive the dividend.

Software limitations

A tax return containing more than 50 SA102s cannot be filed online due to limitations in HMRC’s software. They therefore need to be filed on paper. Although paper tax returns normally have to be filed by 31 October rather than 31 January after the end of the tax year, HMRC state that they accept that the taxpayer has a reasonable excuse where this is due to HMRC software limitations.

There is also an issue with close companies that are not registered with Companies House. This would normally be a non-UK incorporated company that is UK tax resident by reason of location of management and control but does not have a UK establishment. HMRC’s software requires a valid company registration number to be entered, which is impossible to provide. HMRC have not yet provided a workaround for this issue.

Penalties

Failure to comply with the information requirements will result in a £60 penalty. HMRC have told the Association of Taxation Technicians that this applies per tax return rather than per directorship.

Find out more…

This note reflects the law in force on 21 October 2026 together with guidance published by HMRC by that date. It does not cover all aspects of this subject. To find out more about any aspect of the above, please discuss with your usual Deloitte contact. If you do not have a usual contact, please contact Rachel McEleney (rmceleney@deloitte.co.uk). See our website for further information at www.deloitte.co.uk.