Case details for Adrian Benedict SACCO

Name: Adrian Benedict SACCO

Name: Best Employment Services Limited

Date of Birth: 11 / 8 / 1966

Date Order Starts: 24 / 5 / 2022

Disqualification Length: 8 Years 0 Month(s)

CRO Number: 09473810

Last Known Address: Address Withheld, Address Withheld, Address Withheld, , Address Withheld, Address Withheld

Conduct: 1. Adrian Benedict Sacco (“Mr Sacco”) acted in breach of his fiduciary duty from at least 28 July 2015, in that he caused Best Employment Services Limited (“BES”) to enter into loan agreements with its employees as part of their remuneration packages which: i. Were high risk to BES in that whilst the loans potentially gave rise to Pay As You Earn (“PAYE”), National Insurance Contributions (“NIC”) and/ or Corporation Tax (“CT”), the loans were for amounts of up to £250,000, and would have required the employees to repay more than 100% of their income to BES after a 5-year period. ii. Despite the high-risk nature of the loans to BES and also to the employees given the potential for assessment of PAYE, NIC and (in the case of BES, CT) they were made without any affordability or credit checks being carried out, were made with no security being taken and were made without him being aware of the information provided to the employees of BES about their contracts, expectations or obligations. iii. Despite putting BES at risk of HM Revenue and Customs (“HMRC”) challenging the loans and assessing BES for PAYE/NIC and CT, they were loans which, in the majority of cases, were then assigned on an annual basis to a connected company registered in Anguilla for no monetary consideration or other tangible benefit, BES therefore disposing of its only tangible asset for no consideration; and/or iv. Made no provision from which BES would be able to discharge any potential assessment from HMRC should a challenge be made; and/or v. When assigned to the connected company in Anguilla, the loans were assigned in return for an indemnity for BES’s uninsured losses, the value (if any) of which to BES he failed to properly or adequately consider in that he failed to analyse the potential uninsured risks and/or the ability of the connected company to meet such indemnity. The connected company was dissolved on 23 June 2018 and a winding up order was made in respect of it on 21 July 2021 with a deficiency of £19,701,055; and/or vi. Were made as part of a business model used by BES and yet were made without BES taking any professional advice specific to BES or its specific circumstances, relying instead on legal advice obtained by a third party; and/or vii. Were made in circumstances where he knew or should have known that there was a risk of challenge by HMRC. The loans were therefore not in the best interests of BES and were not likely to promote the success of BES in breach of s172 Companies Act 2006 and/or, in causing BES to make the loans on the basis set out above, he failed to act with reasonable care, skill and diligence in breach of s174 Companies Act 2006. HMRC have submitted a claim dated 29 July 2019 in the Liquidation for the sum of £4,147,625.03 in respect of company tax, RTI PAYE, VAT and interest. 2. He caused or allowed BES to trade to the risk of HMRC from at least 28 July 2015, in that he caused BES to enter into loan agreements with its employees as part of their remuneration packages, which amounted to over 90% of all payments made to its employee and which gave rise to the possibility of PAYE/NIC and/or CT being due as a result and/or HMRC assessing BES for PAYE/NIC/CT as a result of those loans, i. yet failed to inform HMRC about the loan agreements; and/or ii. caused BES to assign those loans to a connected company registered in Anguilla on an annual basis for no monetary consideration or other tangible benefit, thereby putting its only tangible asset out of reach of HMRC, a contingent or prospective creditor; and/or iii. yet made no deduction or other provision for payment of any such taxes; and/or iv. disposed of any surplus income of BES on a regular basis by paying away to connected Isle of Man companies BES’s monthly surplus net turnover, such payments being referable to the net income of BES rather than the value of any services provided by the Isle of Man companies and such payments leaving no surplus with which BES could pay any claim by HMRC, such that HMRC issued an assessment against BES for Corporation Tax of £2.7 million on 31 August 2018, which BES was unable to pay. 3. He acted in breach of fiduciary duty from 28 July 2015 in that he caused BES to enter into transactions with Isle of Man companies by which BES disposed of any surplus income of BES on a regular basis by paying away to those companies BES’s monthly surplus net turnover: i. Such payments were referable to the net income of BES rather than the value of any services provided by the Isle of Man companies and amounted to profit-shifting; and/or ii. Such payments had the effect of leaving no surplus with which BES could pay any claim by HMRC for PAYE/NIC and/or CT, should HMRC challenge the loans to employee. Such arrangement/disposals were not in the best interests of BES and were not likely to promote the success of BES in breach of s172 Companies Act 2006; and/or, in causing or allowing BES to make the disposals he failed to act with reasonable case, skill and diligence in breach of s174 Companies Act 2006. 

This information is correct as at 3 / 5 / 2022



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