Company secretary, billing for work done.


K

Keith

I am company secretary for a very small ltd Company, 1 director, two
employees and me. I am also a self employed courier, doing most of my
work for the Ltd Co, invoicing them weekly.

My secretarial duties are restricted mainly to basic cash-book keeping,
issuing invoices and letter writing, on a part-time, unpaid, basis. We
have an accountant for the 'heavy' stuff. Recently, however, I've burned
a lot of midnight oil preparing documents for the company for an
industrial tribunal case, and I'd like some payment for something like a
hundred hours work.

Is there an accepted format for invoicing for this work?
Do I simply invoice in the same way as I do for the driving work?
Who would decide a fair rate for the work, or is it down to me to decide
what I want to charge?
Presumably I simply declare the payment as income on my SA tax return?

I apologise if these seem basic or stupid questions, but I'd prefer to
be seen to do things properly.

Thanks
 
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K

Keith

Keith said:
I am company secretary for a very small ltd Company, 1 director, two
employees and me. I am also a self employed courier, doing most of my
work for the Ltd Co, invoicing them weekly.

My secretarial duties are restricted mainly to basic cash-book keeping,
issuing invoices and letter writing, on a part-time, unpaid, basis. We
have an accountant for the 'heavy' stuff. Recently, however, I've
burned a lot of midnight oil preparing documents for the company for an
industrial tribunal case, and I'd like some payment for something like
a hundred hours work.

Is there an accepted format for invoicing for this work?
Not really. You cannot use the phrase - " for professional services" -
as you are not a chartered secretary but apart from that a description
of the work you have undertaken
and the hours spent would seem appropriate.
Do I simply invoice in the same way as I do for the driving work?
In what way? Certainly you will need to present a bill for your
services.
Who would decide a fair rate for the work, or is it down to me to
decide what I want to charge?
That should be discussed and agreed with the director. I would have
thought an hourly fee of £5 - £8 would be appropriate.
Presumably I simply declare the payment as income on my SA tax return?
Yes.
 
K

Keith

Keith said:
Not really. You cannot use the phrase - " for professional services" -
as you are not a chartered secretary
That's the first mistake I would have made......

but apart from that a description of the work you have undertaken
and the hours spent would seem appropriate.


In what way? Certainly you will need to present a bill for your
services.
I wasn't sure whether to invoice the Director or the company, 'though I
guess it wouldn't make any difference.
That should be discussed and agreed with the director. I would have
thought an hourly fee of £5 - £8 would be appropriate.
Again I wasn't sure whether this would come under the minimum wage
rules, but was aiming at £6.00 ph
Thanks for your reply
 
T

Tim

Again I wasn't sure whether this would
come under the minimum wage rules, ...
Minimum wage doesn't apply to officers of Ltd Co, does it?
["Officers" include Company Secretary as well as Directors.]
 
D

Doug Ramage

Keith said:
I am company secretary for a very small ltd Company, 1 director, two
employees and me. I am also a self employed courier, doing most of my work
for the Ltd Co, invoicing them weekly.

My secretarial duties are restricted mainly to basic cash-book keeping,
issuing invoices and letter writing, on a part-time, unpaid, basis. We
have an accountant for the 'heavy' stuff. Recently, however, I've burned a
lot of midnight oil preparing documents for the company for an industrial
tribunal case, and I'd like some payment for something like a hundred
hours work.

Is there an accepted format for invoicing for this work?
Do I simply invoice in the same way as I do for the driving work?
Who would decide a fair rate for the work, or is it down to me to decide
what I want to charge?
Presumably I simply declare the payment as income on my SA tax return?

I apologise if these seem basic or stupid questions, but I'd prefer to be
seen to do things properly.

Thanks
I am not sure invoicing is appropriate. If the work is part of Company
Secretary role, any earnings are subject to PAYE & NI.
 
K

Keith

Tim said:
Again I wasn't sure whether this would
come under the minimum wage rules, ...
Minimum wage doesn't apply to officers of Ltd Co, does it?
["Officers" include Company Secretary as well as Directors.]
As I understand it minimum wage legislation applies to all who qualify
for a contract of employment. Including directors.
 
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K

Keith

Doug Ramage said:
I am not sure invoicing is appropriate. If the work is part of Company
Secretary role, any earnings are subject to PAYE & NI.
A fair point, Doug.

Is 'preparing for an industrial tribunal' part of a Co. Sec's role?

My view would be that this matter is outside the accepted remit of a Co.
Sec. and that, as the appropriate deductions will be made via SA, an
invoiced demand for services rendered is appropriate.

Either way, the Revenue gets its share..
 
D

David Floyd

Tim said:
Again I wasn't sure whether this would
come under the minimum wage rules, ...
Minimum wage doesn't apply to officers of Ltd Co, does it?
["Officers" include Company Secretary as well as Directors.]
As I understand it minimum wage legislation applies to all who qualify
for a contract of employment. Including directors.
No! Your statement 'who qualify for' is wrong. It is only directors who
HAVE a service contract (not merely qualify for one). Most director's
of 'one man' companies and small family companies do not have a service
contract and are not covered by NMW legislation. The Inland Revenue
confirmed this some while back and that is why many directors of this
type are paid just below the NI threshold with the balance as dividends.

DF
 
T

Tim

As I understand it minimum wage legislation applies to all
who qualify for a contract of employment. Including directors.
Isn't it a question of whether or not the contract (of employment; implied
or otherwise) actually exists - not whether the person "qualifies" for one?
:-

http://www.westbury.co.uk/content/forums_bus_manage/min_wage.html
<QUOTE>
In common law, company directors are classed as office holders and can do
work and be paid for it in that capacity. This is true no matter what sort
of work they do and how it is rewarded.

The NMW does not apply to office holders, unless they also have contracts
which make them workers.

It is unlikely that a company director will have an implied contract which
makes him a worker. The rights and duties of an office are defined by that
office, and it exists independently of the person who fills it. Directors
can be removed from their office by a simple majority of the votes cast at a
general meeting of the company. This contrasts with the rights and duties of
an employee which are defined in a contract of employment.
</QUOTE>
 
D

Doug Ramage

David Floyd said:
Tim said:
Again I wasn't sure whether this would
come under the minimum wage rules, ...

Minimum wage doesn't apply to officers of Ltd Co, does it?
["Officers" include Company Secretary as well as Directors.]
As I understand it minimum wage legislation applies to all who qualify for
a contract of employment. Including directors.
No! Your statement 'who qualify for' is wrong. It is only directors who
HAVE a service contract (not merely qualify for one). Most director's of
'one man' companies and small family companies do not have a service
contract and are not covered by NMW legislation. The Inland Revenue
confirmed this some while back and that is why many directors of this type
are paid just below the NI threshold with the balance as dividends.

DF
Likewise the DTI's booklet on NMW states that it will NOT apply to
directors - unless they have employment contracts.
 
K

Keith

Keith said:
Is 'preparing for an industrial tribunal' part of a Co. Sec's role?

My view would be that this matter is outside the accepted remit of a
Co. Sec. and that, as the appropriate deductions will be made via SA,
an invoiced demand for services rendered is appropriate.

Either way, the Revenue gets its share..
Thanks all for the debate, and a definitive answer, an invoice it will
be.

cheers
 
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K

Keith

David Floyd said:
Tim said:
Again I wasn't sure whether this would
come under the minimum wage rules, ...

Minimum wage doesn't apply to officers of Ltd Co, does it?
["Officers" include Company Secretary as well as Directors.]
As I understand it minimum wage legislation applies to all who qualify
for a contract of employment. Including directors.
No! Your statement 'who qualify for' is wrong. It is only directors
who HAVE a service contract (not merely qualify for one). Most
director's of 'one man' companies and small family companies do not
have a service contract and are not covered by NMW legislation. The
Inland Revenue confirmed this some while back and that is why many
directors of this type are paid just below the NI threshold with the
balance as dividends.
I don't understand the above.

You are saying that only directors who have a service contract have
rights under NMW. I was under the impression that the reverse was the
case... a service contract cannot be presumed to be a contract of
employment, hence the ability of directors to implement a NI saving
scheme and be dismissed by a majority of Board Members.

The reason I used the words "who qualify for" was that in many cases a
contract of employment is not issued. Usually through forgetfulness or
negligence. This does not, as we know, negate the rights which an
employment contract provides, it merely leaves an 'implied contract' in
place.
 
T

Tim

You are saying that only directors who have a service contract have
rights under NMW. I was under the impression that the reverse was
the case... a service contract cannot be presumed to be a contract
of employment, hence the ability of directors to implement a NI
saving scheme and be dismissed by a majority of Board Members.

The reason I used the words "who qualify for" was that in many
cases a contract of employment is not issued. ... This does
not, as we know, negate the rights which an employment
contract provides, it merely leaves an 'implied contract' in place.
http://www.westbury.co.uk/content/forums_bus_manage/min_wage.html
<QUOTE>
The NMW does not apply to office holders, unless
they also have contracts which make them workers.

It is unlikely that a company director will have an implied
contract which makes him a worker. The rights and duties of
an office are defined by that office, and it exists independently
of the person who fills it. Directors can be removed from their
office by a simple majority of the votes cast at a general meeting
of the company. This contrasts with the rights and duties of
an employee which are defined in a contract of employment.
</QUOTE>

Comments?
 
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K

Keith

Tim said:
http://www.westbury.co.uk/content/forums_bus_manage/min_wage.html
<QUOTE>
The NMW does not apply to office holders, unless
they also have contracts which make them workers.

It is unlikely that a company director will have an implied
contract which makes him a worker. The rights and duties of
an office are defined by that office, and it exists independently
of the person who fills it. Directors can be removed from their
office by a simple majority of the votes cast at a general meeting
of the company. This contrasts with the rights and duties of
an employee which are defined in a contract of employment.
</QUOTE>

Comments?
Yes, by way of requesting a response to the above.

Yes, by way of a question - do you agree that a 'service contract' is
fundamentally different from an 'employment contract' ?

Do you also agree that your previous assertion (which I note you have
snipped from your response) was, on reflection, wrong.? You did say
that directors with service contracts had NMW rights, yes?

Tim, I am happy to re-post the bit you've snipped.. I really do want to
get to the basis of this, as it will serve me well and may well serve
others.

And (this is a general comment) you may be better served - both in your
career and in your professional usenet persona - by doing your own
research... try GCSFB. Or Kronus. Both may give you a better
interpretation of that which you seek to publicly espouse, rather than
taking the simplistic view adopted by your single chosen reference.

Jeez... at this rate ukba will be applauding that heretic Einstein..
 

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