TC09681 - [2025] UKFTT 01333 (TC)

Moir was incorporated on 28 January 2005. Its first director was Mr Craig Moss and its first company secretary was Ms Deanna Moss. Mr Craig Moss was a director until November 2010. Mr Anthony Moss was director from November 2010 until November 2011. Mr Craig Moss was again director from November 2011 until March 2019. Ms Monica Varo was director from March 2019 until May 2020. Mr James Moss has been director of Moir since May 2020.

Immediately upon Moir’s incorporation, Mr Craig Moss was the sole shareholder. On an unknown date Ms Deanna Moss became the majority shareholder in Moir, with a shareholding of more than 75% of the shares. In March 2019, Ms Varo became the majority shareholder, holding more than 75% of Moir’s shares. Although she resigned as director in May 2020, Ms Varo remains the majority shareholder.

On an unknown date the arrangements described below came to HMRC’s attention, and HMRC subsequently began an investigation.

On 11 December 2020, HMRC wrote to Moir setting out HMRC’s understanding of the arrangements and asking Moir either to make a voluntary disclosure via form AAG1, or to explain why Moir was not liable to notify the arrangements. No response was received. On the same date, HMRC also wrote to Jarvis International Limited (“Jarvis”), whose role is set out below, but no response was received.

On 18 January 2021, HMRC wrote to Moir with a formal notice under Section 313A FA 2004, requiring a response by 17 February 2021. No response was received.

On 24 February 2021, HMRC wrote to Moir to inform it that, as a result of its failure to respond, HMRC was considering applying to the FTT for a penalty. No response was received.

Officer Bontempo took over conduct of HMRC’s investigations around this time. On 28 March 2022, HMRC wrote to Moir stating that an application would be made to the FTT for the imposition of penalties under 98C TMA 1970. In this letter Officer Bontempo set out HMRC’s reasons for considering these arrangements notifiable, and for considering Moir to be a promoter of these arrangements.

On 26 April 2023, Moir responded to HMRC, denying HMRC’s allegations and asking to see the documents on which HMRC relied. On 9 January 2023, HMRC responded, stating that an application would be made to the FTT and that Moir would have the opportunity to respond in the FTT proceedings initiated by HMRC.

HMRC filed their application for penalties on 12 January 2023. On 3 March 2023, the FTT directed Moir to file a Statement of Case no later than 2 May 2023.

On 5 May 2023, the FTT received a letter from Moir, enclosing a letter than had been sent to HMRC on 27 February 2023. In this letter, Moir summarised the documents that HMRC had included for the nine sample employees, and denied that the arrangements were notifiable. Moir also set out why it did not consider it was a promoter and why it did not consider that the arrangements were notifiable, before inviting HMRC to withdraw its application.

On 21 July 2025, the FTT received Moir’s Statement of Case. This was just six sentences long. On 27 October 2023, the FTT issued directions. Subsequently a two day hearing was listed in July 2024.

On 9 May 2024, HMRC applied for an Unless Order, requiring Moir to file an Amended Statement of Case or have the original Statement of Case struck out. This application came before Judge Fairpo who issued the Unless Order sought by HMRC. In the absence of a response from Moir, Judge Fairpo subsequently confirmed that Moir’s Statement of Case was struck out.

Despite objections from Moir about HMRC’s delay, on 10 June 2025, HMRC filed their written submissions and their authorities bundle.