CH282250 - Director disqualification: Making a Director Conduct Referral
Source: gov.uk (2025-10-22)


This page and chapter are under review as the relevant content is also published in the technical guidance chapters of the Compliance Handbook (https://www.gov.uk/hmrc-internal-manuals/compliance-handbook), within Compliance checks factsheets (https://www.gov.uk/government/collections/hm-revenue-and-customs-compliance-checks-factsheets) and in Compliance checks guidance (https://www.gov.uk/guidance/hmrc-compliance-checks-help-and-support). If you use particular pages regularly, please email xxx@xxx.xx (mailto:xxx@xxx.xx) to let us know the specific content you find useful.

The referral for Director Conduct is actioned via the Joint Insolvency Management System (JIMS). JIMS is a case management system within HMRC for recording insolvency data, operational activity, and outcomes.

If you do not have access to JIMS, please contact your insolvency team to progress your referral on JIMS.

A referral should be made within 21 months from either the date of insolvency or dissolution.

The caseworker should generate the Director Conduct workflow within the corporate case record of the insolvent or dissolved company. See Ocelot Guidance.

The referral form is part of the workflow and some of the information will be auto-populated by JIMS.

Important: The company of which they are a director must have entered formal insolvency proceedings or be dissolved.

Customer Information

This information is pre-populated for you.

Directors

All individuals involved in the management of the company – appointed, shadow and de facto directors that have been added as identities to the corporate case record will auto-populate.

If you are recording any of the individuals as the controlling mind:
- what evidence do you have that the individual is the controlling mind in the company
- if the controlling mind is a shadow director, please ensure you have evidence that the individual was involved in the running of the company
Nature of Business

Brief summary of the company's trading history.

Insolvency

If you have evidence of contrived insolvency, phoenixism and repeated phoenixism, please provide a summary.

Reason for Referral

Please provide brief details of the director or directors' misconduct and the reason you feel the referral is appropriate. See CH282230 for types of misconduct.

Returns Information

Establish the position across the 3 main heads of duties and should include pre-insolvency period. It should not include any returns filed by liquidator or the INSS. These returns will provide:
- Comprehensive evidence that assists the INSS assess the extent of any misconduct or negligence by directorst.
- Assessment of compliance – the INSS will be able to evaluate whether the directors have complied with their statutory duties to maintain accurate records and meet tax obligations. Non-compliance can indicate serious misconduct.
- Identification of patterns – the INSS can see patterns of behaviour such as repeated failures to submit returns or pay taxes on time. This can strengthen the case for director disqualification.
- Legal and financial implications – account and complete heads of duty returns are essential for determining the financial health of the company and the legality of the directors' actions.
Head of Duty and Time to Pay (TTP) Arrangement

Details of the TTP arrangement should be provided for the INSS to assess the compliance history and understand the tax liabilities. This enables them to determine if there is evidence of misconduct such as to attempt to evade tax liabilities or mislead HMRC.

TTP Arrangement information should be available within the corporate case record on JIMS. If it is not, you may have to check IDMS, or provide an estimate of overall current debt.

Previous company failures

In certain circumstancesv the Court may be able to take into account conduct in previous company failures when considering misconduct in the current "lead" company. Please include details of the company but also any misconduct, if known.

Chronology

List all relevant dates and events that can be evidenced for the following reasons:
- clear timeline: it provides a clear and structured timeline of the directors' actions and decision. This helps the INSS understand the sequence of events
- evidence of misconduct: a detailed chronology can highlight specific instances of misconduct such as late filings, missed payments or transactions at an undervalue. This makes it easier to identify patterns of behaviour.
- contextual understanding: it offers context to the directors' actions, showing how their decisions impacted the company and compliance with tax obligations
- efficient investigation: it streamlines the investigation process that allows the INSS to quickly assess the case and make informed decisions
See CH282240 for typical examples of evidence. You will not necessarily have all of these. The purpose of this section is to give the INSS an indication of the sort and strength of evidence that you might hold.