Question

Client wants me to work through an umbrella company — what does that mean for tax?

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I run a small consultancy through my limited company and have mostly worked directly with clients, invoicing them and paying myself a mix of salary and dividends. A new client has now said they will only engage me through an umbrella company, and I am trying to understand what that actually changes before I agree to anything.

As I understand it, the umbrella would become my employer for that assignment, run PAYE on my pay, and deduct income tax and National Insurance before I receive anything. Is that right, and does that mean I lose the flexibility I currently have around salary, dividends, and timing of income? I also wonder what happens to employer National Insurance and the umbrella's margin: are those taken out of the headline rate the client quotes, so my take-home pay is noticeably lower than the same rate through my company?

What happens to my limited company in the meantime? Can I keep it open but dormant while I work through the umbrella, or is it cleaner to pause trading altogether? I still have a couple of smaller direct clients I would like to keep, so I am unsure whether I can run both routes at the same time without creating a mess at year-end.

Does IR35 still matter if I am paid through an umbrella, or does the umbrella arrangement take that question off the table? I also want to know about pension contributions, holiday pay, sick pay, and expenses. Are expenses still claimable in the same way, and do I need to keep the same records?

Finally, what should I ask an umbrella company before signing up? I have seen warnings about fees, same-day payment, and schemes that promise unusually high take-home pay, and I do not want to fall into something that HMRC later challenges. If you have worked this way, what did you check first, and what surprised you about the first few payslips?

1 Answer

Yes, your understanding is broadly right. Through an umbrella, you become an employee of the umbrella company for that assignment. The umbrella invoices the agency or client, receives the assignment rate, and pays you through PAYE. Income tax and employee National Insurance are deducted before you are paid, and you will normally receive a payslip and a P45 or P60. You lose the salary-and-dividend flexibility you have through your own limited company for that income.

The headline rate is not your gross pay. From the assignment rate, the umbrella first deducts its margin and the employment costs it bears as your employer, including employer National Insurance and, where applicable, the apprenticeship levy. What remains is your gross taxable pay, from which your own tax and National Insurance are then deducted. That two-stage deduction is why take-home pay can look noticeably lower than the same rate paid to your company.

You can keep your limited company open while working through an umbrella, and you can run both routes at the same time if you keep the work and money separate. If you still invoice smaller direct clients through your company, it is trading, not dormant, even if that work is small. If it has no transactions at all, it may be dormant for Companies House purposes, but filing duties remain. Do not mix umbrella payslips into your company accounts.

For the umbrella assignment itself, IR35 is effectively taken off the table in the usual sense, because you are already taxed as an employee through PAYE. That does not remove IR35 from your other work: assignments still run through your limited company must be assessed on their own facts. You also gain employment rights through the umbrella, including holiday pay and pension auto-enrolment, although holiday pay treatment varies.

Expenses work differently as an employee. You cannot claim the same broad range of business expenses through an umbrella as you can through your own company, and travel and subsistence relief is tightly restricted. Before signing, ask for a worked example based on your assignment rate, showing the margin, employer costs, gross pay, tax, employee National Insurance, pension and holiday pay treatment, and any same-day payment fees. Avoid any arrangement promising an unusually high take-home percentage, offshore payments, or loan-based pay: those are warning signs HMRC has repeatedly challenged. Check the first few payslips line by line.

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