Maybe yes, maybe no…


- a 'Freelance Informer' legal article from Roger Sinclair


Undoubtedly, the question I’m asked most often nowadays, both by Agents, and by Contractors, is some variant or other on ‘when will the new Agency Regulations be coming into force?’.

 

Mrs Egos would tell you that I dislike having to confess ignorance almost as much as I dislike being wrong.  However, in this case, there is little useful I can say. 

 

These proposed regulations first appeared in draft form in about May 1999 out of the blue, against a background of an industry which had found its way to work within the scope of the framework of the earlier legislation (which had not changed substantially since 1976, apart from the removal in 1994 of the requirement for agencies to be registered).  The regulations were announced as being necessary (in the view of the faceless ones) to correct abuses of which those actually carrying on business in the industry were largely ignorant.  They were not wanted by the industry, and appeared to be a classic example of governmental interference by attempting to ‘fix’ something which had been working quite well in the first place.

 

After many representations were made, principally by Agencies, the latest draft of the proposed Employment Agency regulations was issued on 1st February 2001, with an indication that they would be brought into effect some time during summer 2001.  Summer (to borrow the words of the late Jim Morrison) has now ‘almost gone’, but since the announcement in February, there has been deafening silence.

 

I check the DTI website at http://www.dti.gov.uk/er/agency/newregs.htm regularly, but as yet there has been no more precise indication as to when they are likely to be brought into force.

 

Before the regulations can be brought into effect, they will have to be 'laid before parliament' as a statutory instrument, in order that they can be approved by parliament – a process which generally takes some 6 weeks plus.  At this point, the regulations will be formally published by HMSO, and they will also appear on the website http://www.legislation.hmso.gov.uk/si/dsis2001.htm, probably under the heading 'employment'.  Again, I check this regularly, but nothing has appeared as of yet.

 

I have heard suggestions indirectly to the effect that a decision has been taken that the regulations are now unlikely to be brought into effect in their present form, if at all.  This might of course suggest that those who first proposed them have accepted that they are unwanted by the industry – but do not want to lose face by actually admitting that key fact!  I am unable to say how reliable or accurate this information is, beyond speculating that it is perhaps consistent with the continued silence from official sources.

 

Were the regulations to be brought into force, they would necessitate substantial changes in the way Agencies do business, to the point where they would significantly interfere with their current economic ‘model’. 

 

They would make clear that the use by Contractors of their own limited companies as a link in the contractual chain does not of itself prevent the regulations applying – the key test as to whether any such temporary placement is within the regulations would be whether or not the Contractor is working ‘under the control’ of the engager – ie the Client.  Not a situation which the average IR35-concerned Contractor would want in any case!

 

Given then the commercial pressures that Agencies would be under from Contractors to maintain IR35-friendly terms by reflecting the ‘non-control’ reality of many contracts in order to be able to attract Contractors at the best rates, Agencies could then be in a position where some of their business is within the scope of the new regulations, whilst the rest is not – and the actual test would depend on the reality, which is (1) outside the Agency’s control or knowledge, and (2) often only clear at a later point.  Despite this, the Agency would have to take a decision at the outset as to whether or not they regarded a particular engagement as within the scope of the regulations or not – and to present that decision to both Contractor and Client.  Clear as mud?  Undoubtedly!  And I then would have concerns about the risk that the presentation by an Agency of a contract as being within the scope of ‘Employment Business’ might itself be seized on as IR35-prejudicial by the Revenue.

 

It seems to me that, given the current uncertainty as to whether the proposed regulations will be brought into force (1) in their present form, or indeed (2) at all, it would clearly be premature for agencies to consider revising contract terms to fit in with them, other than by taking a decision in principle to do so once the final form of the regulations (and indeed their reality) becomes clear.  One can’t decide what one’s position is to be in relation to regulations, let alone draft documents to cater for them, until one has actually seen the final wording.

 

Meanwhile, the former regulations continue in force.  'Handcuff' clauses continue to be enforceable as before, subject only to the general law relating to restraint of trade;  nothing has changed.  And, quite possibly, it won’t.

 

 

27th July 2001


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