Director tax return changes. International FAQs
From 2025/26, every director required to file a UK Self Assessment return must complete a separate form (SA102) for each directorship held during the year including unpaid directorships and directorships of dormant companies. The rules are not limited to UK companies: overseas directorships must be considered too. This FAQ covers the international application — non-resident directors, overseas boards and foreign close companies. Not all issues have been addressed by HMRC so where a point is unresolved, we say so.
Context
The requirements are set out in SI 2025/84, The Income Tax (Additional Information to be included in Returns) Regulations 2025. The UK-domestic operation of the rules has been covered by the ATT, whose FAQ guide reflects direct engagement with HMRC, and by the ICAEW. This FAQ covers what has not been addressed: the international perspective. We have put questions on these points to the ATT's technical team (please let us know if you would like a copy of these questions). Will update this page as we get answers.
The new director-reporting rules seem to create a striking asymmetry. An untaxed item may bring an individual into the UK tax system (Self Assessment). Once a return is required, regulation 4 of SI 2025/84 can require disclosure of every directorship held during the year, not merely the appointment that produced the income and not only UK, active or close companies. The resulting information can increasingly be used by HMRC who has also separately committed to expanding the use of artificial intelligence and advanced analytics in compliance targeting.
Q1. I am a non-resident director of a UK company. Do these rules apply to me?
Yes, if you are required to file a UK Self Assessment return — as many non-resident directors are, because UK board duties can produce UK-taxable income. A relatively small untaxed item may, depending on the circumstances, bring you into Self Assessment; and then once a return is required, every directorship held during the year must be confirmed, each on its own form (SA102), even where no income was received from it. The rules do not create a new filing obligation for a director not otherwise within Self Assessment. We have asked HMRC, via the ATT, to confirm how the rules apply where a non-resident files only for an unrelated UK matter such as property income.
Q2. I am UK resident and sit on overseas boards. Do I report those directorships?
Yes. The definition of "company" (s.118(1) TMA 1970, referring to s.1121(1), read with s.617, CTA 2010) is any body corporate or unincorporated association, with no stated territorial limitation — a Delaware Inc., a Dutch BV, a BVI company are all strictly within regulation 4. HMRC's confirmed expectation is a separate report per directorship, even where it would seem the board seat produced no UK-taxable income and no employment pages would previously have been completed for it. We have asked HMRC, via the ATT, to confirm the position and to clarify how box 6 applies in split-year and treaty cases.
Q3. Can a foreign company be a close company?
A company that is not UK resident cannot be a close company (s.442 CTA 2010) — including a treaty non-resident company — so the detailed close company boxes should not apply to it. The converse is the trap: a company incorporated overseas but centrally managed and controlled from the UK is UK resident and can be a close company. A UK-based founder or family running a BVI, Jersey or Delaware entity from the UK may hold a directorship of a UK-resident close company without realising it.
Q4. My close company has no Companies House number. What do I enter?
Unresolved. The regulations define "registered number" by reference to s.1066 Companies Act 2006. Some overseas companies registered at Companies House have a registered number within that section, because s.1066(6) extends the provision to certain registered overseas companies — but many foreign-incorporated, UK-resident companies will not have one. HMRC has not said what such directors should enter.
Q5. Dividends from a close company were paid in foreign currency. How do I report them?
HMRC has published no guidance specific to box 7.3. Pending clarification — we have asked what conversion basis should be used — the sensible working approach is to convert to sterling at the exchange rate on the date each dividend was received, consistently with the treatment of the same dividends elsewhere in your return.
Q6. I am a group executive on the boards of dormant UK subsidiaries. Are those caught?
Yes. Directors of dormant companies are in scope, and at the time of writing HMRC has confirmed this to the professional bodies although its published notes do not yet reflect it. A separate report (SA102) is expected for each dormant directorship, with nil amounts entered as zero. The risk from this in practice - dormant group appointments might be missed.
Q7. How does this fit with the UKs treaty obligations?
Double tax treaties allocate taxing rights over income and capital. Regulation 4 imposes no charge to tax, alters no source rule and changes no allocation. There is no treaty provision restraining a contracting state from requiring information from its own residents about foreign entities. Article 16 continues to allocate directors' fees as it did before; reg 4(a) simply makes an Article 16 position visible to HMRC earlier. Where a treaty might become relevant is not at the reporting stage, but downstream.
Q8. What is the penalty if I get this wrong?
£60 — HMRC treats the requirements as a single composite obligation, so one penalty applies per return regardless of the number of directorships or items omitted. That is not the whole picture: where missing information sits alongside understated tax, inaccuracy penalties under Schedule 24 FA 2007 are geared to the tax due, and assessment windows can extend from 4 years to 6 (careless) or 20 (deliberate). The professional bodies have asked HMRC to adopt a soft-landing approach for the first year; HMRC has not confirmed. There may be other risks for non compliance that new not reflected in this financial penalty.
Q9. How broad is the definition of "company"?
"Company" can include unincorporated associations — members' clubs, societies, unincorporated charities. Where such a body is managed by a committee, its committee members may technically fall within the directorship confirmation, an outcome affecting a very large population of volunteers that HMRC has never addressed. The distinction matters for charities: trustees of a charitable trust stand outside this; committee members of an unincorporated charitable association are potentially inside. We have asked HMRC, via the ATT, to clarify.
International Director Tax & Governance Hub
Fenton position
Whilst these obligations may seem onerous at first, they are relatively easy to satisfy. The risks for non-compliance for companies and directors personally, may be worse than the compliance obligation so we recommend you seek specialist advice to understand how the rules apply to you. Fenton International advises internationally connected directors and their employers on all of these issues and across most jurisdictions.
This article is general information only and not tax or legal advice. Last reviewed: 29 July 2026.
