Intech Ventures Limited (in liquidation) & Anor v The Commissioners for HMRC

The form of the hearing was V (video) using the Microsoft Teams Platform. I was referred to a Hearing Bundle and Additional Hearing Bundle comprising 439 and 263 pages respectively. Prior notice of the hearing had been published on the gov.uk website, with information about how representatives of the media or members of the public could apply to join the hearing remotely in order to observe the proceedings. As such, the hearing was held in public.

On 4 January 2023 the Appellants, Intech Ventures Limited (“Intech”) and Mr Michael Stefan Duma, appealed to the Tribunal, against a Notice of Requirement (“NOR”) to give security for Pay As You Earn (“PAYE”) and National Insurance Contributions (“NICs”) issued by the Respondents (“HMRC”) on 8 February 2022.

On 13 October 2023 the Appellants applied to the Tribunal for a direction to bar the Respondents from taking further part in the proceedings and to allow their appeals on the grounds that the Respondents did not have reasonable prospects of success (the “Barring Application”). The Barring Application came on for hearing before Judge Poole on 7 December 2023.

By Directions issued on 26 January 2024, Judge Poole formally dismissed the Barring Application and directed that there be a preliminary hearing to determine:

This is my decision following that preliminary hearing which had been adjourned from 11 November 2025, in view of the decision in ST v HMRC [2025] UKUT 11 (AAC), because of the late service by HMRC of an updated hearing bundle containing 113 additional pages when compared to the original hearing bundle.

Although Judge Poole also directed that the costs of and incidental to the Barring Application be determined at the preliminary hearing, that issue was, with the agreement of the parties, deferred and shall be determined on the basis of written submissions in due course in accordance with the directions issued at the same time as, but separately from, this decision.

Until it was wound up on 7 February 2024, Mr Duma had been the sole director of Intech from its incorporation on 2 May 2019. A letter to the Tribunal, dated 4 November 2025, from Intech’s liquidator (who was appointed on 2 October 2025) explained that due to a lack of funds Intech would not participate in this hearing and would take an “entirely neutral” position as to the outcome.

Mr Duma represented himself with the assistance of a McKenzie Friend, Ms Lizzy Fone. Mr Joshua Carey, of counsel, appeared for the Respondents (“HMRC”). I was assisted by their written and oral submissions (including the speaking notes kindly provided by Mr Duma and Ms Fone after the hearing) which, together with all authorities to which I was referred, I have carefully considered (even if not mentioned in this decision).

Before addressing the issues identified by Judge Poole, given their relevance, it is helpful to first set out the relevant statutory provisions under which HMRC can require security for PAYE and NICs.

Under s 684 Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”), HMRC “must” make regulations with respect to the assessment, charge, collection and recovery of income tax in respect of all PAYE income.

Material provisions of those Regulations, the Income Tax (Pay as You Earn) Regulations 2003, include the following:

Equivalent provisions requiring security in relation to NICs are set out in Part 3B of Schedule 4 to the Social Security (Contributions) Regulations 2001.

The following summary of the background facts, which is taken from the documents provided by the parties, is to put the applications and my decision in context. Nothing in what I say below should be taken as a finding of fact for the purposes of any future substantive appeal

By letter of 8 February 2022, HMRC, which believed there was a risk that Intech would not pay the PAYE and NICs due or may become due, issued it with a NOR to give security for PAYE and NICs. The security required for PAYE was £100,213.38 and for NICs £140,070.73. The NOR stated that the length of time for which security was required was 24 months. The letter continued, stating:

“Joint and several liability

You and the companies and/or directors listed below are ‘jointly and severally liable’ to give the full amount of the security.

Company or director name

Mr Michael Stefan Duma

‘Jointly and severally liable’ means that both you and the companies and/or directors listed above are required by law to pay any security due.

You must pay us the security amount of £240,284.12 by 20 March 2022.”

A letter, dated 8 February 2022, with a NOR for security for PAYE and NICs was also issued to Mr Duma. That letter was in almost identical terms to that issued to Intech (other than referred to Intech rather than Mr Duma as being joint and severally liable for the security).

A “Certificate of Service”, dated 7 February 2022, signed by Galina Cazacu of HMRC certifies that she served the NOR on Mr Duma at his home address. In her witness statement Ms Cazacu explains that she followed HMRC’s standard procedure for issuing documents by post when issuing the NOR. Despite this, Mr Duma was adamant that he had not received the NOR and only became aware of the contents of that NOR when it was included in the hearing bundle.

However, on 18 February 2022 Mr Duma wrote to HMRC requesting that the NOR be withdrawn. The letter provided details of the severe adverse effect covid had had on the business and explained that, notwithstanding the difficulties it had faced, Mr Duma hoped to be able to agree a time to pay agreement with HMRC and keep up with existing obligations.

HMRC responded to that letter on 14 March 2022. This was by way of a letter to Intech, that was copied to Mr Duma’s home address. HMRC’s letter explained that they were unable to withdraw the NOR on both Intech and Mr Duma as it was considered that there was a “risk” that the PAYE and NICs would not be paid. However, the letter noted that Mr Duma had spoken with HMRC’s Debt Management Team on 1 March 2022 and was given until 28 March 2022 to file the outstanding VAT returns and to go back to the Debt Management Team. The letter continued:

“If a time to pay arrangement is agreed we will then withdraw the Notice of requirement to give security. If a time to pay arrangement is not agreed by this date, we will then write to you and provide you with our View of the Matter in response to your appeal along with a new date for you to provide the security by.”

As a time to pay arrangement had not been agreed, on 5 May 2022 HMRC sent a ‘View of the Matter’ letter to Intech.

A “view of the Matter” letter was also sent to Mr Duma at his home address on 5 May 2022. Mr Duma confirmed in his witness statement of 19 February 2024, that he had received the letter.

HMRC’s “View of the Matter” to Mr Duma, which, given its importance, I have set out almost in full, stated:

“Dear Mr Duma

Appeal against Notice of Requirement to give security for Pay As You Earn (PAYE) and Tax and National Insurance contributions (NICs)

Company name: Intech Ventures Limited.

Thank you for your letter dated 18 February 2022. This was about the Notice of Requirement we sent to you on 8 February 2022.

We have looked at the information you sent us, and we still need you to give us security. We will not reduce the amount that we need you to give us of £240,284.12.

Our view of the matter

We wrote to you on 14 March 2022 and gave you until 28 March 2022 to submit your outstanding VAT returns and contact our Debt Management team to discuss a time to pay arrangement.

We can see that you have now submitted your VAT returns, but you have not contacted our Debt Management team to discuss a time to pay arrangement. You have also made no further payments towards your PAYE tax & NIC liabilities.

Security is a sum of money we require an employer to give us when we believe there is a serious risk that it will not pay us the PAYE and NICs that are due.

We understand that your business has been impacted by the pandemic, however it is your responsibility as an employer to file and pay your PAYE returns correctly as and when they become due. Intech Ventures Limited acts only as a custodian of the PAYE and NIC deducted and those monies need to be paid to HMRC, to whom they belong. It is unacceptable for these monies to be absorbed into the cash flow of the business and to withhold payment which could be made towards liabilities.

In order for me to withdraw the Notice of Requirement to provide security I have to be satisfied that you do not pose a risk to revenue and that you will be able to meet your responsibilities.

The only payment you have made towards your PAYE tax and NIC liabilities since your PAYE scheme commenced on 1 December 2019, is the £5,000 payment you made on 9 February 2022.

If you are able to show that you can pay your Full Payment Submissions (FPS) in full and on time in the future or you are able to agree a time to pay arrangement with our Debt Management team, I may be able to reconsider the requirement to give security. However, at this moment in time I believe that Intech Ventures Limited still present a risk that liabilities will not be paid in full and on time. As this is the case we still need you to give us security. We will not reduce the amount that we need you to give us of £240,284.12.

As set out in our letter dated 14 March 2022, HMRC offer a number of extra support adjustments to their customers to help support them when they are finding dealing with HMRC difficult. For more information on the types of support available please go to www.gov.uk/get-help-hmrc-extra-support. Please let us know if there are any adjustment’s we can put in place to support you during this difficult period.

What you need to do

You must give us the security by (one of the following):

•

making a payment to a specific HMRC bank account

•

giving us a guarantee – this needs to be a performance bond from an approved financial institution

You need to do this by 14 June 2022..

Details of how to make payment and the specific bank account details are in the factsheet SS/FS1, ‘Securities in respect of Pay As You Earn and National Insurance contributions’ which we sent you on 8 February 2022. You can also get a copy if you go to www.gov.uk and search for ‘SS/FS1’.

The law that allows us to require security to be given for PAYE and NICs is set out in Part 4A of the Income Tax (Pay As You Earn) Regulations 2003 and Part 3B of Schedule 4 to the Social Security (Contributions) Regulations 2001.

It is a criminal offence not to give security when required and anyone who does not may have to pay a fine. The fine will be set by the court and there is no maximum amount.

We may use any security you give us to pay any existing or future amounts of PAYE tax and NICs due.

What to do if you disagree

If you disagree with our decision, then this letter is our offer to review that decision. You can:

•

accept our offer of a review

•

appeal to an independent tribunal

You cannot accept our offer of a review and appeal to the tribunal at the same time.

If you accept the offer of a review, an HMRC officer not previously involved in the matter will look at your case again. If you disagree with the outcome of the review, you can still appeal to the tribunal.

If you want a review, you need to:

•

write to us within 30 days of the date of this letter telling us why you think our decision is wrong

•

send us any new information that you want us to consider

If you need longer than 30 days to send us new information, please contact us to ask for this time limit to be extended. You should ask for any extension before the 30 day deadline.

We will only accept a request for a review outside this period of 30 days if there is a

reasonable excuse for the request being late. The request must be made as soon as possible after the reason for the excuse has ended.

If you do not want a review, you can appeal to HM Courts and Tribunal Service, but you must do this within 30 days of the date of this letter.

If you choose to appeal to HM Courts and Tribunal Service, you will need to include a copy of this letter with your appeal. If you do not, then they may reject your appeal.”

The letter concluded by explaining how Mr Duma could obtain further information and also provided a link to the Tribunal’s website.

A transcript of a telephone call made to Mr Duma by Joanne Arthur of HMRC on 12 May 2022 records Mr Duma acknowledging that he had 30 days to respond from the date of the View of the Matter letter. Mr Duma explained that he was in his car when he received the call and although he was not driving he did not have the letter in front of him and said that the letter read out to him by Ms Arthur was not the same the as letter he had seen. Mr Duma also explained that at the time the call was received he was suffering badly from covid and, as a result, had not comprehended the seriousness of the situation.

In the absence of any response from Intech or Mr Duma, HMRC continued to request security and wrote to them on 25 May 2022, 20 July 2022, 19 August 2022 and 13 September 2022.

The letters requested immediate payment of £240,288.12. They warned that if the security was not paid a criminal offence would have been committed which could result in a prosecution under s 684(4A) ITEPA. This was in fact what happened. The matter was referred to the Crown Prosecution Service and proceedings are currently ongoing before the Magistrate’s Court.

On 4 January 2023 the Appellants’ appealed to the Tribunal.

Intech appealed on the grounds that HMRC’s letter of 14 March 2022 did not address the appeal or provide further information and contends that therefore no decision has been made by HMRC. However, for the avoidance of doubt, I find as a matter of fact that HMRC did make a decision in respect of Intech. This is clear from the “View of the Matter” letter of 5 May 2022.

Mr Duma’s ground of appeal was that the NOR had not been served on him as required by Regulation 97Q of the Income Tax (Pay as You Earn) Regulations 2003. However, in his skeleton argument for the hearing, he appears to accept that the NOR addressed to him personally was received but was unsigned and that the certificate of service appeared to pre-date the creation of the NOR.

Before I turn to the issues identified in Judge Poole’s directions, it is necessary to determine whether the NOR was given to Mr Duma personally and the effect it would have on the present case if, as Mr Duma contends, it was not. Additionally, I need to address the matters raised by Mr Carey in relation to the validity of the appeals as well as the issue of “fairness” raised by Mr Duma and Ms Fone.

With regard to whether the NOR was “given” to Mr Duma, s 115 of the Taxes Management Act 1970 (“TMA”) provides:

Section 7 of the Interpretation Act 1978 provides:

Other than aver that he did not receive the NOR addressed to him, Mr Duma has not adduced any evidence (such as difficulties with Royal Mail resulting in post addressed to him going astray) to prove that the NOR was not received. Given the certificate of service and the evidence of Ms Cazacu that she followed HMRC’s standard procedure for issuing documents by post, I find that it was more likely than not (the civil standard of proof) that the NOR was properly given to Mr Duma. It would appear from the decision of Judge Mosedale in Quadragina Ltd and another v HMRC [2019] UKFTT 639 (TC) that, despite my conclusion, Mr Duma is not precluded from raising this issue in any subsequent criminal proceedings.

The validity or otherwise of the Notices of Appeal was raised by Mr Carey who referred to Rule 20 of the Tribunal Procedure (First-tier Tribunal) (Tax Chamber) Rules 2009. This requires an appellant to “provide with the notice of appeal a copy of “any written record of any decision appeal against, and any statement of reasons for that decision, that the appellant has or can reasonably obtain” and, if provided after the time in which to appeal has passed, also request permission for the appeal to be admitted late and give the reason for this.

Although Mr Carey did not take issue with the failure by both Appellants to provide their reasons for a late appeal, it is nevertheless a breach of the Procedure Rules. However, it is clear from Rule 7(1) of those Rules that such a breach does not of itself render void the proceedings. Rule 7(2) provides that where there has been a failure to comply with a requirement the Tribunal may take such action as it considers just, this can include waiving the requirement.

Having regard to all the circumstances, I consider that such action is appropriate in the present case and I therefore waive the requirement to comply with Rule 20 with the effect that the Notices of Appeal are to be treated as valid.

Both Mr Duma and Ms Fone submitted that HMRC’s actions in this matter had been unfair.

However, I am afraid that it is clear from the binding decision of the Upper Tribunal in HMRC v HOK Ltd [2012] UKUT 363 (TCC) (a case concerning the “fairness” of penalties) that the Tribunal, which was created by statute, does not have the jurisdiction to consider the fairness of the action or conduct of HMRC.

As the Upper Tribunal said, at [56] – [57]:

“56.

… It is impossible to read the legislation in a way which extends its jurisdiction to include—whatever one chooses to call it—a power to override a statute or supervise HMRC’s conduct.

57.

If that conclusion leaves “sound principles of the common law … languishing outside the Tribunal room door”, as the judge rather colourfully put it, the remedy is not for the Tribunal to arrogate to itself a jurisdiction which Parliament has chosen not to confer on it …”

I now turn to the issues for which this hearing was listed:

Mr Duma contends that the appeal was in time. He says that HMRC’s “View of the Matter” letter of 5 May 2022 cannot have triggered the 30 day appeal period because:

I do not agree. First the letter (which is set out almost in full above) is headed in bold print, “Appeal against the Notice of Requirement to give security for PAYE and NICs”. In addition, the letter sets out, in plain English, under the sub-heading in bold print “what to do if you disagree”, the steps that could be taken and the time limit for taking those steps. The fact that this is on the second page of the letter is neither here nor there.

Secondly, as noted above, Mr Duma accepted he received the View of the Matter letter.

Thirdly, it is clear from Tinkler v HMRC that for there to be an estoppel by convention there must be a common assumption upon which the estoppel is based which must be more than the assumption being merely understood by the parties in the same way. Rather the assumption must be expressly shared between them.

However, no such common assumption existed in the present case. This is clear from the letters of 25 May 2022, 20 July 2022, 19 August 2022 and 13 September 2022 to the Appellants from HMRC. In these letters HMRC confirm the NOR and warn of prosecution and it is clear from them that HMRC did not assume, as however unlikely it seems Mr Duma did, that the appeal remained under consideration. As such, it must follow that any argument based on estoppel cannot succeed.

Where HMRC have, as in this case in the View of the Matter letters of 5 May 2022, offered a review of “the matter in question”, s 49C TMA provides:

Section 49H TMA provides:

The “acceptance period” therefore, in the present case, was the period of 30 days beginning with the date of the “View of the Matter” letters ie from 5 May 2022 to 4 June 2022.

As neither Intech nor Mr Duma, having received the “View of the Matter” letters, requested a review or notified an appeal to the Tribunal within the “acceptance period”, the appeals of Intech and Mr Duma cannot have been brought in time.

Guidance on the approach to be adopted and legal principles to be applied when exercising a judicial discretion whether to admit an appeal after the “acceptance period” (as defined by s 49C(8) TMA) was given by the Upper Tribunal in the case of Martland v HMRC [2018] UKUT 178 (TCC) (“Martland”) at [44] – [47].

This can be summarised as follows:

Although the Upper Tribunal in Martland stated that the balancing exercise should take into account the particular importance of the need for litigation to be conducted efficiently and at proportionate cost, and for statutory time limits to be respected, it is clear from the more recent decisions of the Upper Tribunal in Medpro Healthcare Ltd v HMRC [2025] UKUT 255 (TCC) (“Medpro”) and Pawar v HMRC [2025] UKUT 309 (TCC) that no extra weight should be given to this factor. I have adopted such an approach in the present case.

However, the decision of the FTT (which included the Senior President of Tribunals, Dingemans LJ, as a member of the panel) in Lands Luo Ltd v HMRC [2025] UKFTT 1207 (TC)  came to a different conclusion, ie that particular importance should be given to time limits etc as in Martland.

Applying the Martland three-stage process:

The appeals which should have been brought by 4 June 2022 were actually brought on 4 January 2023, some 214 days late.

Mr Duma and Ms Fone described the delay as “minimal”. However, given that a three month delay where there had been a one month time limit was described as “serious and significant” in Romasave (Property Services) Ltd v HMRC [2015] UKUT 254 (TCC), I find that this was also the case in regard to both the appeals in this case where there was a time limit of 30 days and a 214 day delay.

Mr Duma explained that the delay arose because he was confused by the correspondence received from HMRC (particularly the View of the Matter letter), he did not appreciate the difference between an appeal to HMRC and the Tribunal, he was confused by the terminology used in the letters and was trying to arrange a time to pay arrangement with HMRC. Also, around the same time he was suffering with the effects of covid and that the pandemic had a devastating effect on the business.

No reason was advanced by Intech for the delay

The third of the Martland stages is to undertake a balancing exercise to evaluate all the circumstances of the case. In doing so the starting point, as the Upper Tribunal stated in Martland, is that permission should not be granted unless I am satisfied on balance that it should be.

Having carefully considered all of the circumstances of the case, which includes everything Mr Duma and Ms Fone told the Tribunal (even if not specifically referred to in this decision) and taken into account the submissions by Mr Carey, I have come to the conclusion (having made observations on the View of the Matter letter at paragraph 41, above) that, on balance and in the absence of a good reason, given the significant and serious delay, neither Mr Duma or Intech should be granted permission to proceed with their appeals to the Tribunal out of time.

I should also add, for the sake of completeness, that I would have come to the same conclusion if I had adopted the Martland approach and given the need to comply with time limits etc greater significance.

Given my conclusion that the appeals were not brought in time and that permission for them to be admitted late should be refused, no further directions are required as the appeals cannot proceed

For the reasons above, I have concluded that neither the appeal by Intech or the appeal by Mr Duma were brought in time and that permission to appeal out of time should not be granted.

This document contains full findings of fact and reasons for the decision. Any party dissatisfied with this decision has a right to apply for permission to appeal against it pursuant to Rule 39 of the Tribunal Procedure (First-tier Tribunal) (Tax Chamber) Rules 2009. The application must be received by this Tribunal not later than 56 days after this decision is sent to that party. The parties are referred to “Guidance to accompany a Decision from the First-tier Tribunal (Tax Chamber)” which accompanies and forms part of this decision notice.