New UK director reporting rules for international boards
What the 2025/26 directorship disclosure regime means for directors with overseas appointments
Context and challenge
The main challenge with the new director-reporting regime is proportionality. Additional risks and reporting obligations for international directors and boardrooms have been introduced in the UK. Once the tax return filing requirement exists, the individual must disclose every directorship held during the year including those overseas, unpaid and even dormant companies.
Common symptoms include:
A small untaxed item brings a director into Self Assessment for the first time
Overseas board appointments have never been reported to HMRC
Dormant or unpaid group directorships are not recorded anywhere centrally
No single list exists of every appointment held during the tax year
Who Should Read This
Directors with international board appointments, company secretaries, C-Suites, general counsel, CFOs, HR and reward teams managing international assignments, NEDs, and professional advisers advising on cross-border director tax and governance.
Core Finding and Summary
From 2025/26, any director required to submit a UK Self Assessment return must report every directorship held during the year. The obligation under Regulation 4 of the Income Tax (Additional Information to be included in Returns) Regulations 2025 extends to overseas, unpaid and dormant appointments. A minor untaxed item could trigger the full disclosure requirement depending on the specific circumstances.
In practice: Assess all directorships - UK and international, active and dormant - before 31 January 2027 (the 2025/26 return filing deadline).
Technical reference: Regulation 4 of the Income Tax (Additional Information to be included in Returns) Regulations 2025; section 1121 Corporation Tax Act 2010 (definition of "company").
Decision point
Is the director already within Self Assessment or at risk of entering it, how many directorships (UK and overseas) are held, and have all appointments been mapped against the Regulation 4 requirements?
The Issue
What triggers the issue?
A requirement to file a UK Self Assessment tax return such as untaxed income, an unreported board fee, a disallowed expense, an overseas payment. Being a director of a company caught by the widely defined statutory definition.
Why does it matter?
Regulation 4 requires disclosure of every directorship held during the year, including overseas, unpaid and dormant appointments.
What decision is needed?
What impact and obligations does a director have in the UK. Map every directorship held during the year, reconcile with HMRC reporting requirements, and assess personal and corporate exposure before filing.
Technical Analysis
1.The legal position — Regulation 4 and Self Assessment
Regulation 4 of the Income Tax (Additional Information to be included in Returns) Regulations 2025 requires that every director who has 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. Not all issues have been addressed by HMRC. The first tax year is 2025/26, and this reporting needs to be filed by 31 January 2027.
Currently a taxpayer must report on the UK tax return if they were a director during the tax year and, if so, whether they were a director of a close company, and now the changes require additional information to be disclosed, including dividend income and percentage shareholding.
A strict interpretation means a UK-resident individual within UK Self Assessment must therefore confirm each foreign directorship, even where it would seem, the board seat produced no UK-taxable income.
The ATT has queried this point with HMRC who have now indicated that it intends to update its published guidance to reflect that the UK tax return should report each directorship, regardless of whether income is received by the director.
Close company status. A company that is not UK resident cannot be a close company. 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.
HMRC has clarified that directors of dormant companies are within the scope of the new requirements. This could prove problematic in practice where there has been no activity for several years. If these directorships are overlooked, there is a risk that the required information will not be reported, and penalties could arise.
2.Further questions continue to arise
An additional information requirement is a question added to the Self Assessment return that requires data HMRC did not previously collect.
The Association of Taxation Technicians (ATT) has recently updated its FAQ guide following ongoing discussions about these additional information requirements with HMRC. The guide reflects the ATT's understanding of HMRC's interpretation of the requirements at the date of publication. While the FAQ guide provides some information, there remain several issues which require further clarity.
At present, HMRC's published guidance remains limited. The ATT has raised these issues with HMRC. Fenton International has also submitted a number of questions for HMRC via the ATT.
The new director-reporting rules create a striking asymmetry. A relatively small untaxed item may, depending on the circumstances, bring an individual into UK Self Assessment. Once a tax return is required, regulation 4 of SI 2025/84 can seemingly require disclosure of every directorship held during the year, not merely the appointment that produced the income and not only UK directorships. The resulting information can increasingly be used by HMRC who has also expressly committed to expanding the use of artificial intelligence and advanced analytics in compliance targeting.
3.Individual and corporate consequences
A director-reporting failure is a failure to provide the information required by Regulation 4 when submitting a UK Self Assessment return. The consequences extend beyond the immediate penalty to the underlying tax position the disclosure may reveal.
Failure to provide the required director information can attract a fixed £60 penalty. But this is rarely the principal risk.
If the missing directorship reveals an underlying tax error — for example, undeclared director's fees, a taxable benefit or foreign income — there may also be unpaid tax, late-payment interest, penalties based on the potential lost revenue, and earlier-year corrections. The ordinary assessment period is generally four years but can extend to six years where a loss of tax was brought about carelessly and, in specified deliberate or failure-to-notify cases, to as much as twenty years. These extended periods relate to the underlying loss of tax, not simply the failure to report the new director information.
For directors in regulated sectors, deliberate personal tax non-compliance can also become relevant to assessments of honesty, integrity and reputation. In serious deliberate cases, HMRC has statutory powers to publish details of deliberate tax defaulters where the relevant conditions and financial threshold are met.
An undisclosed directorship may lead to questions for the appointing company too. Director's fees and taxable remuneration may create employer PAYE and National Insurance obligations. Where payroll has not been operated, the company may face tax, employer contributions, interest and penalties. Flights, hotels and other expenses may have been reimbursed to attend a permanent workplace whilst performing the duties of an office. A foreign-incorporated company may be UK resident because its central management and control is exercised in the UK, subject to any applicable treaty. The statutory definition of director can extend beyond individuals formally recorded under that title. The new questions may therefore expose cases where someone performs board-level functions without the appointment, payroll treatment and corporate records having been aligned.
In a company sale, investment, fundraise or refinancing, tax and legal due diligence commonly examines statutory registers, appointment documents, cap tables, payroll records and personal or corporate tax exposures. The new disclosures add another dataset that a purchaser or insurer may ask about. A mismatch does not prove non-compliance. But as a practical inference, it is capable of generating additional questions, disclosures, indemnities, warranty-and-indemnity insurance exclusions or transaction delay.
4.Detection and enforcement — structural not accidental
Detection in this context means HMRC's ability to compare the directorships reported on a tax return against data it already holds from other sources.
The new requirements form part of the government's programme to improve the information HMRC collects from taxpayers. The Finance Act 2024 introduced the enabling powers, and the regulations specify the additional information that must be supplied. The policy direction is towards a more data-driven tax system in which information provided by taxpayers can be compared with data held elsewhere.
At the same time, Companies House is moving towards verified identities for directors and people with significant control. From 18 November 2025, identity verification became a legal requirement, with existing directors brought within a transitional process linked to their companies' confirmation statements.
Artificial intelligence and advanced analytics make that comparison increasingly scalable. HMRC has stated that it is expanding the use of AI to target compliance activity, and its 2025/26 annual report says that AI and advanced analytics contributed to the protection and recovery of £10 billion of tax during the year.
An omission is therefore less likely to depend on an HMRC officer happening to notice it manually. Where the return correctly records director appointments, these become visible and capable of being tested, and an obvious data inconsistency may require explanation.
5.Practical controls
A directorship inventory is a complete record of every appointment held by an individual during the tax year, covering UK and foreign companies, active and dormant companies, and paid and unpaid appointments.
Directors should prepare a complete inventory of every appointment held during the year. That inventory should then be reconciled with the various reporting and disclosure rules, including the Regulation 4 requirements, payroll records, expense claims and any applicable treaty positions.
Companies with internationally mobile directors should review their appointment registers, board records and payroll arrangements against the new disclosure requirements. Where the statutory definition of director captures individuals who perform board-level functions without a formal appointment, the company should assess whether those arrangements have been properly documented and reported.
The new reporting requirements create a governance checkpoint. If a company or director cannot confirm that every appointment has been recorded, reported and taxed, the gap should be addressed before the return filing deadline. The interaction between Regulation 4, HMRC's stated expectations, and the ATT's concerns about the inconsistency with published guidance means that the practical application of these rules is still developing. Directors should document the basis for the position taken on each appointment.
Case Scenario: International director entering Self Assessment
Situation: An executive holds directorships of a UK parent company and four overseas subsidiaries (a Delaware corporation, a Dutch BV, a Swiss AG, and a Singapore Pte Ltd). The executive has historically been taxed entirely through PAYE and has not submitted a tax return.
Issue: During 2025/26, one subsidiary reimburses a hotel expense that is subsequently found not to qualify for tax-free treatment. The amount is small but triggers a requirement to file a UK Self Assessment return.
Analysis: Once within Self Assessment, Regulation 4 requires the executive to report every directorship held during the year. HMRC expects a separate SA102 employment page for each appointment. The definition of "company" can include foreign bodies corporate. All five directorships fall within scope.
Outcome: A modest disallowed expense could create a reporting obligation across five jurisdictions. The executive and each appointing company must confirm that payroll, benefits reporting and treaty positions have been correctly applied for every appointment.
Lesson: Directors with multiple international appointments should map every directorship before a minor item forces disclosure.
Fenton International's Advisory Position
| Element | Position |
|---|---|
| Technical position | Regulation 4 of the Income Tax (Additional Information to be included in Returns) Regulations 2025 requires any director within Self Assessment to report every directorship held during the year. "Company" under s.1121 CTA 2010 has no territorial restriction. HMRC expects a separate SA102 page per directorship, including unpaid and dormant appointments. |
| Professional judgement required? | Yes. The scope of "company" under s.1121 is broad. Whether particular overseas entities, advisory boards or dormant holding companies fall within Regulation 4 requires analysis of the specific appointment. The ATT has highlighted an inconsistency between HMRC's stated interpretation and its published notes. The practical application of the regulations to complex international structures involves professional judgement, not mechanical compliance. |
| Main risks | Tax risk: undeclared director's fees, benefits or foreign income. Payroll risk: employer PAYE and NIC obligations on unreported remuneration. Corporate tax risk: central management and control arguments for overseas companies. Governance risk: misalignment between appointment records, payroll and reporting. Reputational risk: deliberate non-compliance in regulated sectors. Evidence risk: inability to demonstrate that each directorship was assessed and correctly reported. |
| Evidence needed | Complete inventory of every directorship held during the year (UK and overseas, paid and unpaid, active and dormant). Payroll records for each appointment. Treaty analysis where applicable. Expense records. Board appointment registers and statutory records. |
| Recommended controls | Map every directorship before the return filing deadline. Reconcile the inventory against payroll, expenses and treaty positions. Align corporate records with director-level disclosures. Treat the new reporting obligation as a governance checkpoint, not an administrative afterthought. |
Professional Judgement & Advisory Application
This is not just a mechanical compliance exercise. The interaction between Regulation 4, the broad definition of company, HMRC's stated expectations and the ATT's published concerns creates areas where professional judgement is required. The scope of reporting for complex international structures, advisory boards, nominee directorships and dormant entities involves judgement about the interpretation and practical application of new rules where published guidance is limited.
Fenton International's judgement and recommendation: treat the new director-reporting requirements as a governance issue, not a routine tax return question. Map every directorship before the return filing deadline, reconcile the inventory against payroll and treaty positions, and document the basis for the position taken on each appointment.
Frequently Asked Questions
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 UK’s 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 are 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.
How Fenton International Can Help
Fenton International advises directors, boards and their professional advisers on cross-border tax, international people issues and governance when individuals hold appointments across multiple jurisdictions.
Cross-border director tax advisory
International directorship mapping and reconciliation
Board-level governance and compliance review
Personal tax and Self Assessment advisory
Transaction due diligence (director tax exposures)
Fenton’s 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.
Discuss this issue: Contact Fenton International for a cross-border director tax and compliance review.
Author
CEO, Fenton International
Fellow of the Association of Taxation Technicians (FATT)
Enrolled Agent of the IRS (EA)
Global Mobility Specialist – Talent Management (GMS-T)
Accredited Expert Witness (MAE)
32+ years' experience in international tax, cross-border employment tax and global mobility
Advises CFOs, HRDs, and Chairs on cross-border tax governance
Head of Advisory at Global Tax Network
Former Tax Partner, Head of International and Senior Leadership Team at Blick Rothenberg and Senior Tax Adviser in the Big 4.
Key terms: director reporting, Regulation 4, Income Tax (Additional Information to be included in Returns) Regulations 2025, Self Assessment, international directorships, section 1121 CTA 2010, SA102, close company, overseas board appointments, HMRC director compliance.
Scope note: This Insight covers the UK director-reporting requirements under the Income Tax (Additional Information to be included in Returns) Regulations 2025. It does not cover the separate Companies House identity verification regime in detail, social security implications of overseas directorships, or immigration consequences of board-level travel. It does not constitute advice on any individual director's tax position.
Jurisdiction: UK | Last reviewed: July 2026 | Next review due: January 2027 | Insight type: Technical Guide
© 2026 Fenton International. All rights reserved.
This article is general information and not legal or tax advice. Professional advice should be taken for specific circumstances.
