IR35 Contract Reviews for Contractors

Overview

When might you need a contract review?

You may still need an independent IR35 contract review even after the off-payroll working reforms, particularly where:

• Your client is a small company, meaning the original IR35 rules may still apply and you remain responsible for your IR35 position.
• Your client is overseas and has no UK connection, office or employees.
• Your contract includes an indemnity clause that could make your company responsible for tax losses suffered by the agency or client.
• Your contract contains potentially onerous commercial terms, such as unlimited liability, broad indemnities or unfair termination provisions.
• You want a professional view on whether your contract and working practices support an outside IR35 position.

What the review covers

The review considers both the written contract and the true working practices of the engagement.

You will receive a plain-English legal opinion explaining whether the engagement appears to be caught by IR35 or outside IR35, with reasoning based on the facts of your contract and working arrangements.

Why the written contract is not enough

For IR35 purposes, the written terms need to reflect how the engagement actually works in practice. If the contract says one thing but the day-to-day working arrangements show something different, HMRC may look beyond the document.

A proper review helps identify whether the contract and working practices are aligned, and whether changes may be needed before you proceed.