When a company fails to pay over the PAYE and NIC which should have been deducted from salaries paid to the employees and directors, HMRC can seek to recover the tax due from the directors and shadow directors of the company.

A shadow director

is not registered as a director of the company with Companies House, but he or

she will effectively control the company by giving instructions to the named

directors, and to other staff who are accustomed to act on those instructions.

Majority shareholders may be deemed to be shadow directors if they effectively

run the company.

Liquidators can

take action against shadow directors just as they can against the named

directors for debts owing, including tax.