IR35 Small Company Exemption: Are You Exempt?
Small clients are exempt from the off-payroll working rules. Find out if your client qualifies and what it means for your IR35 position.
What is the small company exemption?
The off-payroll working rules (IR35) shifted responsibility for status assessment to clients from April 2021 — but only for medium and large companies. Small companies are exempt, meaning responsibility remains with the contractor's company (as it was before April 2021 for all engagements).
The small company test
A client is 'small' if it meets two or more of the following in the last financial year:
- Annual turnover not more than £10.2 million
- Balance sheet total not more than £5.1 million
- Not more than 50 employees
If the client meets two of these three conditions, the off-payroll rules do not apply to that engagement. The client does not need to issue an SDS.
What does this mean for contractors?
When working with a small client, you self-assess your IR35 status — just as everyone did before April 2021. If you determine you are outside IR35, you can continue to pay yourself via salary and dividends in the normal way. HMRC can still investigate, but the determination is yours to make.
Practical point
Many contractors specifically seek small-client engagements precisely because of this exemption. It does not guarantee outside IR35 status — HMRC can still investigate your self-assessment — but it gives contractors more control over their position and avoids blanket inside-IR35 decisions from large company procurement teams.
Related calculators
Frequently asked questions
What if the client grows and is no longer small?
Are charities and public sector bodies ever small?
If I'm self-assessing, how should I document my decision?
Disclaimer: This guide is for general information only and does not constitute tax or legal advice. Tax rules change — always verify rates and thresholds with HMRC or a qualified accountant before making decisions. HMRC website