Specialist IR35 due diligence for mergers and acquisitions.

Protect deal value with expert IR35 analysis. We help buyers and sellers by identifying and resolving IR35 risk as part of M&A advisory, transaction due diligence, and exit planning.

Get in touch to find out how we can help.

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The UK's first
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IR35 Status Assessments

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IR35 risk that can derail a deal

Many businesses do not invest in full IR35 audits during the years leading up to a business sale or exit, meaning issues only surface when mergers and acquisitions due diligence begins.

At this stage, uncertainty creates problems. Buyers want clarity, sellers want control of the narrative, and M&A advisory firms and deal advisers need defensible analysis they can rely on.

We help address common M&A risks and IR35 challenges, including:

Assessing risk and exposure across relevant tax years
Identifying which entities carry IR35 / off-payroll risk
Clarifying when off-payroll applies, before and after the transaction
Resolving confusion around company size and transitional issues
Reviewing status determinations and off-payroll processes
Quantifying risk for potential transaction underwriting

Our role is to bring clarity quickly, reduce uncertainty, and help prevent IR35 issues from delaying, discounting or jeopardising a transaction, whether the deal is supported by an M&A firm, an in-house team, or external M&A advisory.

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Proven IR35 expertise

IR35 Shield is a recognised specialist in IR35 and off-payroll working. Clients come to us during mergers and acquisitions (M&A), exit transactions and complex business sale processes because they cannot get this level of focused advice elsewhere.

We understand the pace and pressure of deals. Our work is targeted, commercially aware, and designed to slot into the wider M&A advice and due diligence process without friction.

Our M&A advisory IR35 service typically includes:

Reviewing relevant documentation and information
Identifying and quantifying IR35 / off-payroll exposure
Providing clear findings and practical commentary
Producing a structured report suitable for advisers, buyers or sellers

Our involvement provides confidence that IR35 risk is being addressed properly, proportionately and at deal speed.

Have confidence that IR35 Shield will handle it

Understand IR35 risk from every angle

Whether you are buying or selling, clarity on IR35 and off-payroll exposure is essential. Early insight supports effective exit planning, helps buyers make informed decisions and enables sellers to manage risk, ensuring transactions progress smoothly without unexpected complications.

For buyers

Get clarity on IR35 and off-payroll exposure before completion. We help buyers identify and quantify risk, understand where liabilities sit, and assess key M&A risks, avoiding surprises after the deal has closed. Our focused analysis supports informed pricing, targeted enquiries and confident decision-making, whether you are working with an M&A firm or sourcing specialist m&a advice directly.

For sellers

Take control of the IR35 narrative during the sale process. We help sellers surface and explain risk early, reduce uncertainty and support smoother exit planning for a successful business sale. Clear, structured insight supports smoother negotiations and a cleaner exit, with fewer last-minute challenges from buyers or M&A advisory firms.

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A pragmatic, commercial approach

M&A timelines are tight and tolerance for uncertainty is low. We focus on delivering clear, decision-useful insight at pace, so IR35 issues — including the availability and suitability of IR35 insurance — can be assessed and addressed without slowing the transaction. Our work is proportionate to the deal and the risk involved, helping buyers and sellers make informed choices on pricing, structure and next steps, with no unnecessary complexity.

Trust the right team for your IR35 due diligence

Extensive experience successfully defending enquiries at both enquiry and tax tribunal, our investigations team utilise their knowledge and expertise to help successfully defend status for clients.

Dave Chaplin

Dave Chaplin is the UK's leading IR35 authority. He regularly provides consultancy on IR35 matters, helps successfully defend disputes at enquiry and tax tribunal, has authored two books on IR35 / off-payroll, and pioneered the first online IR35 status assessment over 10 years ago.

Chris Leslie

Chris Leslie has over 30 years’ proven experience defending clients in disputes with HMRC. His years managing Status Inspectors at HMRC, combined with his specialist qualifications in analytics, give him an in-depth understanding of how to counter the arguments used by HMRC.

Dave and Chris’ in-depth knowledge of IR35 and off-payroll combines to provide expert defence and guidance for your business. For help with an IR35 audit or compliance check please get in touch with our team.

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Loved by our partners and their teams

Don't just take it from us, listen to some of the reasons our partners recommend IR35 Shield.

“IR35 Shield saves us time, and its robustness leaves us comfortable in the knowledge that our workers have been assessed properly.”

Debbie Chinn

HR Advisor - PGA

“IR35 Shield ensures our assessment process is robust and compliant. The added benefit of Monitoring gives us peace of mind that potential tax risks arising during contracts are easily identified and resolved.”

Drew Horrocks

Head of UK TA Operations - Petrofac

“The assessment being weighted fairly across all factors gives us the confidence to reassure our clients that the outcome is correct.”

Katherine Miller

Head of Legal and Audit - La Fosse

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Our recent successes

IR35 Case: RALC Consulting v HMRC

The team successfully defended IT Contractor Richard Alcock at First-tier Tribunal, which defeated two barristers representing HMRC Solicitor’s Office. Chris and Dave worked together for 18 months to build the case defence before defending during a four day hearing. They succeeded in countering HMRC’s IR35 Opinion and extended time assessments with the Judge upholding RALC’s appeals.

IR35 Shield Swiftly Closes HMRC IR35 Investigation

When a long-time client of IR35 Shield received notice of an IR35 investigation by HMRC, the company turned to IR35 Shield's compliance experts for representation. Within months, the investigation was closed with no tax bill.

Ongoing enquiries

Dave and Chris are currently managing a range of IR35 enquiries and also offer consulting for businesses to help ensure their procedures and processes achieve defendable positions in light of the new off-payroll working legislation.

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We know the details so you don't have to

We keep our finger on the pulse of IR35. You can trust our advice and guidance is always up to date.

The Small Consultancies Guide to IR35 - 3 essential steps to maximise value

How contractors can grow a small consultancy and adhere to IR35 compliance to maximise the sale value.

IR35 Shield

Guides

Off-payroll (IR35) Basics - The supply chain and risks

Differences between the new and old rules and key terms explained: chain, worker, fee-payer, intermediary and Status Determination Statement (SDS).

IR35 Shield

Guides

Relief as IR35 Shield Swiftly Closes HMRC IR35 Investigation

A long-time client turned to IR35 Shield for representation in an HMRC investigation, and within months the investigation was closed with no tax bill.

IR35 Shield

Blog