Signing Contracts When Contracting via a Limited Company

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beastieboy

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Hi,

I set up a limited company to enable me to work as a ‘contractor’ with a US-based company which is not setup to hire people on a permanent basic outside the US. They hire a lot of people in Europe through this method. Some context:

* Despite being a contracting role, it’s really considered a full-time position (no contract end date)
* I signed this contract as myself, using my own name, not the limited companies

I am in the process of hiring an accountant. However, a question (with contradictory answers) has come up:

1. First accountant says the contract needs to be between my employer and the limited company
2. Second accountant says it’s not a concern, and signing the contract as myself is ok, as long as all company finances/tax etc. are in order

Does anyone know which opinion is correct?

Any help appreciated.
 
I'm not sure that you are asking the right question, or giving the right information. A company doesn't have hands, so it can't sign anything - that's one of the things it has director(s) for.

Forgetting about signatures, who are the named parties to the contract i.e. who does the contract SAY it is between?

If it says it's between the US company and your Irish company (as it should), then you should be signing it as director of the company.

If the contract isn't between the US company and your Irish company, and is between you as an individual (which based on your explanation of the arrangements, it clearly shouldn't be), then that's a problem!

Edited to add: Sorry, I should have said, I suppose I'm mostly siding with accountant 1.
 
Thanks, and yes, entirely possible I did not give the right information!

The contract does not mention the limited company. It specifies my name as the ‘Consultant Name’.

If that is a problem, can you explain why? Does it matter that I am the director of the company?
 
THe contract for services should be between the hiring company and your limited company.
You can be named in the contract as the employee of your limited company that will carry out the services, but the contract should be between two companies.
Is the payment for invoicing going into your company?
Assuming yes, that should help you understand this.
Your invoice is from your company to the hiring company.
 
Thanks. Yes, the payment from the hiring company is going into the limited company bank account. I pay myself a salary from this. I invoice from the company to the hiring company.

That makes sense, and I see why ideally the contract would be between the hiring company and my company. However, I still don’t fully understand what the implications are that the contract is between me and the hiring company. Is the fact that I am the director of my limited company enough to satisfy any compliance rules? Are there compliance rules? If so, what are they?
 
Well stop and think logically about it. The whole point of a written contract is to make clear who the parties are and what their respective rights / responsibilities are under the contract. Clearly the written contract you signed is a nonsense, as there is NO written contract between your company and the US company, even though that's the setup that appears to have been intended. Meanwhile there IS a written contract between you, an individual, and the US company, which is exactly what the setting up of your own company was supposed to avoid.

A legal consequence arising from this is that arguably they may have taken on an Irish-based employee.

Alternatively, one could argue the written contract isn't what anyone is actually adhering to, and it's superceded by an implied contract arising out of the mutual understanding and behaviours of the parties.

Realistically, most of the risk from the sloppiness of the paperwork here probably lies with the US company, but you should still try to get it resolved, so that you have a written contract that actually represents the reality of the relationship, as otherwise you may be left with your buttocks exposed in the event of any dispute.
 
torblednam said:
Well stop and think logically about it. The whole point of a written contract is to make clear who the parties are and what their respective rights / responsibilities are under the contract. Clearly the written contract you signed is a nonsense, as there is NO written contract between your company and the US company, even though that's the setup that appears to have been intended. Meanwhile there IS a written contract between you, an individual, and the US company, which is exactly what the setting up of your own company was supposed to avoid.

A legal consequence arising from this is that arguably they may have taken on an Irish-based employee.

Alternatively, one could argue the written contract isn't what anyone is actually adhering to, and it's superceded by an implied contract arising out of the mutual understanding and behaviours of the parties.

Realistically, most of the risk from the sloppiness of the paperwork here probably lies with the US company, but you should still try to get it resolved, so that you have a written contract that actually represents the reality of the relationship, as otherwise you may be left with your buttocks exposed in the event of any dispute.
Click to expand...
Got it. Thanks for the detailed reply.
 
beastieboy said:
:

1. First accountant says the contract needs to be between my employer and the limited company
2. Second accountant says it’s not a concern, and signing the contract as myself is ok, as long as all company finances/tax etc. are in order
Click to expand...
Why, oh why do people go to accountants for legal advice when almost no accountants are qualified or competent to do so?

And why oh why are so many accountants incapable of saying "I'm afraid that question is not for me to answer."?
 
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