Summer business update: shareholders’ agreements, business planning, payroll changes, HMRC deadlines and SME support
As experienced chartered accountants in Birmingham, Barnett Ravenscroft supports businesses, directors, employers, shareholders, family businesses and self-employed individuals with practical tax, accounting and business advice.
In this summer business update, we look at a range of important topics affecting small and medium-sized businesses, company owners and employers. These include shareholders’ agreements, business planning, mandatory payrolling for Benefits In Kind, HMRC reporting deadlines, National Insurance gaps for the self-employed, the government’s Small Business Plan, pressure selling rules, Non-Disclosure Agreements and recent government announcements affecting businesses and households.
For anyone looking for accountants in Birmingham, Birmingham accountants, Edgbaston accountants, chartered accountants in Birmingham, business tax advice Birmingham, family business advisors or Birmingham business advisors, these updates highlight the value of forward planning, clear records and proactive advice.
Getting a shareholders’ agreement right
A shareholders’ agreement can be one of the most valuable documents a business puts in place. It allows the owners of a company to set out how they will work together, make decisions, deal with disputes and manage future changes in ownership.
When a company is first formed, shareholders are often aligned and positive about the future. Everyone may have the same broad objectives and a shared understanding of how the business should develop. However, circumstances can change. Shareholders may wish to leave, new investors may join, family succession issues may arise, personal circumstances may change, or disagreements may develop over the direction of the business.
A well-drafted shareholders’ agreement can help provide certainty and reduce the risk of costly disputes. For owner-managed companies and family businesses, it can also help protect the long-term value of the business by creating clear rules before problems arise.
What should a shareholders’ agreement cover?
A shareholders’ agreement should be tailored to the business, but there are several key areas that shareholders should usually consider.
Ownership and shareholdings
The agreement should clearly set out who owns the company and the rights attached to different shares. Where shareholders contribute different levels of capital, expertise, contacts or time, they may expect different rights and rewards. These expectations should be recorded clearly.
For family businesses, this can be particularly important. A lack of clarity over ownership, control and entitlement can create tension later, especially where succession planning or a future sale of the business is being considered.
Decision-making
Not every decision carries the same level of importance. Some day-to-day decisions may be made by directors, while more significant matters may require shareholder approval.
A shareholders’ agreement can set out which decisions require wider consent. This may include taking on significant debt, issuing new shares, selling key assets, entering into major contracts, changing the nature of the business or selling the company.
Clear decision-making procedures can help avoid uncertainty and protect shareholders from unexpected changes.
Share transfers and exits
It is often sensible to control who can acquire an interest in the business. Without suitable provisions, shares could potentially be transferred to someone the remaining shareholders would not choose as a business partner.
A shareholders’ agreement can set out what happens if a shareholder wants to sell, retires, becomes ill, dies or no longer wishes to be involved in the company. Planning for these events in advance can make ownership transitions smoother and reduce uncertainty for the business and the departing shareholder’s family or estate.
Dispute resolution
Even where shareholders have a strong relationship, disagreements can arise. A shareholders’ agreement can include mechanisms for resolving disputes in a structured way.
This can be especially helpful where the shareholders are family members, long-standing colleagues or friends. A clear process can reduce the risk of a disagreement escalating into a costly and damaging conflict.
Protecting the business
If a shareholder leaves the business, there may be concerns about confidential information, customer relationships, intellectual property, future competition or the use of company knowledge.
A well-drafted agreement can include appropriate protections to safeguard the company’s value and give shareholders confidence.
Funding and tax considerations
As businesses grow, they may require additional investment. Shareholders should consider whether they are willing or able to provide further funding and what happens if some shareholders contribute while others do not.
The way ownership is structured can also have significant tax consequences, particularly where succession planning, a future sale, dividend planning or changes in shareholdings are expected.
As family business accountants in Birmingham, Barnett Ravenscroft can help business owners consider the tax and valuation implications of shareholder arrangements. We can also work alongside a local solicitor to help put the shareholders’ wishes into a formal agreement.
Why every business needs a business plan
A business plan can sometimes feel like something required by banks, lenders or investors, rather than something useful for running a business day to day. However, for small and growing businesses, a good business plan can be one of the most practical tools available.
A well-structured plan helps clarify where revenue will come from, who your customers are, what your costs look like, how much working capital you may need and what risks should be managed.
For business owners looking for Birmingham business advisors, a business plan can be an important part of moving from reactive decision-making to more confident, strategic planning.
A business plan forces clarity
Running a business is busy. It is easy to focus on urgent tasks and put longer-term planning to one side.
A business plan encourages you to step back and answer important questions, such as:
Where will revenue come from over the next 12 months?
What happens if your biggest customer leaves?
Which products or services are most profitable?
How much working capital does the business need?
What are the main risks facing the business?
What investment will be needed to support growth?
The process of writing down your market, competitors, pricing, costs and assumptions can reveal issues that may otherwise be missed.
A business plan helps align your team
As a business grows, it can become harder for everyone to work towards the same goals. A business plan gives the team a shared reference point.
It can set out the direction of the business, the main priorities, the financial targets and the reasoning behind key decisions.
A concise, well-structured plan covering your value proposition, target market, financial projections and key milestones can help keep the business focused as it expands.
A business plan supports funding
Whether you are approaching a bank for a business loan, speaking to investors or applying for a grant, a business plan is often required.
A strong plan helps lenders and investors see that you understand the business, the opportunity and the risks. It can also protect the business owner by testing whether funding is the right choice.
The discipline of preparing forecasts and projections can reveal whether the business can support borrowing, whether further investment is needed and whether the growth plans are realistic.
A business plan becomes a measuring stick
A business plan should not be prepared once and then forgotten. It can become a useful management tool.
By comparing where you expected to be with where the business actually is, you can identify what is working and what needs attention. Higher-than-expected sales may show where to focus more effort. Slower customer growth may highlight a need to review marketing, pricing or sales activity.
The plan does not need to be long or complicated. Start with a single page covering your business model, target customers, competitive advantage and key financial assumptions. You can build from there.
Barnett Ravenscroft supports businesses with practical planning, financial forecasting and management information. If you would like help creating a business plan to support growth, please ask us about our business plan workshop and tools.
Mandatory payrolling now to be phased in
Mandatory payrolling for Benefits In Kind was originally expected to start in April 2027, but following industry pressure, it will now be introduced in two phases.
The move to mandatory payrolling will replace the current P11D process for most benefits and move reporting into real-time processing through payroll.
This will be an important change for employers, payroll teams and businesses providing employee benefits.
Phase 1 from April 2027
Phase 1 will start from 6 April 2027 and will include:
company cars;
car fuel;
vans;
van fuel; and
employer-provided medical benefits.
Employers providing these benefits will need to ensure taxable values are processed through payroll in real time and that Income Tax and Class 1A National Insurance Contributions are applied correctly.
Phase 2 from April 2028
Phase 2 will start from 6 April 2028 and will include most other Benefits In Kind.
Beneficial loans and living accommodation will remain voluntary.
Employers should start preparing in good time. Payroll software, employee records, internal processes and benefit reporting procedures may need to be reviewed.
For businesses looking for payroll support in Birmingham or company director tax advice, this is a useful time to check whether current systems will be ready for the change.
Please get in touch if you need any help with mandatory payrolling or Benefits In Kind reporting.
Upcoming deadlines for SME reporting to HMRC
There are several HMRC deadlines and reporting changes for employers and businesses to keep in mind.
These include PAYE Settlement Agreement deadlines, P11D and P11D(b) reporting requirements, Class 1A National Insurance payment dates, monthly CIS return obligations and changes to voluntary National Insurance Contributions abroad.
For employers who do not payroll expenses and benefits, P11D and P11D(b) deadlines remain important. Businesses should also ensure that Class 1A National Insurance Contributions are paid on time.
From April 2026, CIS contractors are legally required to file a CIS return every month, including nil returns where no subcontractors have been used.
There have also been changes to voluntary National Insurance Contributions abroad from 6 April 2026. For tax years 2026-27 onwards, the option to pay voluntary Class 2 National Insurance Contributions for periods abroad has been removed. New applications to pay voluntary Class 3 National Insurance Contributions for periods abroad will only be accepted where the individual has either 10 years’ continuous UK residency or has paid at least 10 years of National Insurance Contributions.
Missing tax, payroll or reporting deadlines can lead to penalties, interest and unnecessary stress. Good systems, timely records and regular reviews can help businesses stay compliant.
As Birmingham accountants, Barnett Ravenscroft can support businesses with payroll, tax reporting, CIS, P11Ds, National Insurance and HMRC compliance.
HMRC contacts self-employed people about National Insurance gaps
HMRC is writing to some self-employed individuals whose National Insurance records may contain gaps that could affect their State Pension.
The issue affects some people who were self-employed between 2015 and early 2024. HMRC believes up to 800,000 taxpayers could be affected.
If you receive a letter, do not ignore it. In some cases, you may be able to boost your State Pension by making voluntary National Insurance contributions for missing years going back as far as 2015-16.
However, receiving a letter does not automatically mean you need to pay. Many people already have enough qualifying years to receive the full State Pension, in which case paying extra National Insurance may provide no benefit.
What should you check?
If HMRC contacts you, you should check:
your State Pension forecast;
your National Insurance record;
whether there are any missing years; and
whether filling those gaps would increase your State Pension entitlement.
Normally, there is a time limit on paying voluntary National Insurance Contributions. However, HMRC’s current exercise may allow affected individuals to fill gaps potentially dating back to 2015-16.
For some people, this could be a relatively low-cost way to increase retirement income. For others, paying extra National Insurance may not improve their position.
If you receive a letter from HMRC and are unsure whether voluntary contributions are worthwhile, please contact us. We can help you review your position and determine whether filling any gaps would improve your State Pension entitlement.
Update on the government’s Small Business Plan
The government has published a one-year-on update to its Small Business Plan, which is intended to support small and medium-sized businesses to start, scale and grow.
The report covers several areas relevant to SMEs, including late payment, tax administration, access to finance and apprenticeships.
For owner-managed businesses and family businesses, these areas are important because they affect cash flow, growth, investment and business planning.
Late payment
The Small Business Protections Bill was laid before Parliament in May 2026. The new legislation includes stricter maximum payment terms, mandatory interest on late payments, increased board-level scrutiny of large company payment practices and stronger powers for the Small Business Commissioner.
The report states that the Small Business Commissioner recovered £1.5 million in late payments for small businesses, a significant increase on previous years.
Late payment remains a major issue for SMEs. Even profitable businesses can experience cash flow pressure if customers do not pay on time. Good credit control, clear terms and regular debtor reviews are essential.
Tax administration
The government has highlighted reforms intended to reduce administrative burdens on businesses. It also refers to Making Tax Digital as a time-saver and notes that all VAT invoices will have to be electronic by April 2029.
Whether businesses experience these reforms as simplification may depend on their systems, software and internal processes.
Businesses should continue to review their bookkeeping, invoicing and digital record-keeping to ensure they are ready for future changes.
Access to finance
The British Bank’s financial capacity was increased to £25.6 billion at Spending Review 2025, allowing it to boost access to finance for SMEs.
The Growth Guarantee Scheme is also being expanded so that by 2028-29, total SME lending supported through the scheme will increase to £3.35 billion per year.
The Start Up Loans Programme is being expanded to deliver at least 85,000 loans over the next five years and broaden eligibility so that businesses trading for up to five years are included.
Access to finance can support growth, investment and resilience, but borrowing should always be considered alongside cash flow forecasts and repayment capacity.
Apprenticeships
The apprenticeship system is being simplified to make it easier for small businesses in England to take on apprentices.
UK businesses can also access the Youth Jobs Grant, which pays £3,000 for every eligible young person they hire.
For growing businesses, apprenticeships may provide a way to develop skills, bring in new talent and support long-term workforce planning.
If you would like support with business processes, tax or accessing finance, please give us a call. We are here to help.
Pressure selling tactics ruled to be illegal
A High Court order has confirmed that Emma Sleep, a mattress seller, broke consumer law by using misleading countdown timers, false ‘high demand’ messages and discount claims.
The case is a reminder that businesses must ensure sales messages are clear, accurate and do not create a false impression that customers need to act quickly.
Following the Competition and Markets Authority’s investigation, Emma Sleep gave binding undertakings to stop illegal practices and ensure future website claims are clear and accurate.
The Competition and Markets Authority now has stronger powers. It can fine companies up to 10% of global turnover and secure refunds for affected customers.
For businesses selling online, this is a useful reminder to review:
pricing claims;
countdown timers;
limited-time offers;
scarcity messages;
discount claims; and
urgency-based marketing.
Marketing should be persuasive, but it must also be accurate and compliant.
Business owners should review website wording, promotional campaigns and online sales funnels to ensure customers are not being misled.
How an employer can use Non-Disclosure Agreements
Non-Disclosure Agreements can still have a legitimate place in business, but they need to be used carefully.
According to ACAS, employers can use a Non-Disclosure Agreement to protect legitimate business interests, such as confidential company information.
They are often used when someone starts a new role, or when employment is ending and the parties wish to keep the terms of a settlement confidential.
However, a Non-Disclosure Agreement cannot be used to cover up workplace harassment, discrimination or certain criminal activities. It also cannot prevent whistleblowing, reporting a crime to the police or discussing pay for equal pay purposes.
Employers should make sure any agreement is appropriate, fair and legally sound.
For employers and business owners, the key point is that confidentiality arrangements should be used for legitimate commercial reasons, not to prevent lawful disclosures or hide wrongdoing.
Andy Burnham’s new government, a balancing act
Andy Burnham’s first days as Prime Minister have been marked by a series of announcements focused on easing pressure on households and setting out the direction of his new government.
Early measures include a reduction in VAT on household energy bills, a single bus fare policy across England capped at £2 for a year from January 2027, and a proposed 20% reduction in business rates for pubs, clubs and live music venues for 2027-28.
This is in addition to the 15% relief for 2026-27 and a further two-year freeze in real terms. The new 20% discount will not be available to the very largest live music venues. Further details will be set out at the Budget.
However, questions are already being raised about how these promises will be funded. The government has said the business rates reduction will be paid for by reviewing reliefs for businesses that are not considered to make a positive contribution to local communities, as well as targeting businesses selling through online marketplaces that do not comply with their tax obligations.
John Healey has also been appointed Chancellor, with the government stating that fiscal discipline remains a priority.
For businesses, the key areas to watch are future tax changes, business rates, transport measures, compliance expectations and whether further spending commitments lead to higher taxes or additional borrowing.
Taken together, the first week of Mr Burnham’s government suggests an administration trying to balance competing priorities: reducing living costs while maintaining fiscal credibility.
What should businesses take from this summer update?
This update covers a wide range of areas, but several themes stand out.
Business owners should make sure shareholder arrangements are clear, especially where ownership, succession or exit planning could become an issue.
Growing businesses should treat business planning as a practical management tool, not simply a document for banks or investors.
Employers should prepare early for mandatory payrolling and keep on top of HMRC reporting deadlines.
Self-employed individuals contacted by HMRC about National Insurance gaps should check their position before making payments.
SMEs should watch developments around late payment, access to finance and apprenticeships.
Businesses selling online should review promotional wording and make sure marketing claims are accurate.
Employers using Non-Disclosure Agreements should ensure they are fair, lawful and used for legitimate purposes.
Need advice from Birmingham accountants?
Barnett Ravenscroft Chartered Accountants, based in Edgbaston, Birmingham, provides practical accounting, tax and business advice to companies, directors, employers, shareholders, self-employed individuals and family businesses.
Whether you need help with:
shareholders’ agreements;
business valuations;
company valuations;
business planning;
payroll and Benefits In Kind;
HMRC deadlines;
National Insurance records;
Self Assessment;
VAT and digital record-keeping;
cash flow planning;
access to finance;
late payment issues;
company director tax advice;
family business planning;
our team is here to help.
If any of the topics in this summer business update affect you, your business or your employees, please get in touch. We would be happy to help you understand the rules, plan ahead and make confident decisions. You can contact us here.