Holly Willoughby’s commercial venture company, Roxy Media, successfully defends HMRC winding up petition.
Roxy Media, the company behind Holly Willoughby’s commercial ventures, has successfully defended an HMRC winding-up petition of around £377,000. The petition was dismissed after the company filed an appeal to the First-tier Tax Tribunal, demonstrating that a genuine tax dispute can prevent compulsory liquidation. The case is a clear reminder that HMRC petitions can be challenged and that the court will not wind up a company where the underlying tax position is still in dispute.
At a glance
- HMRC issued a winding-up petition for £377k against Roxy Media, but the petition was dismissed after a Tribunal appeal was lodged.
- A genuine tax dispute can prevent compulsory liquidation if supported by evidence.
- Early advice is vital: petition hearings move quickly and bank accounts can be frozen once a petition is presented.
What happened in the HMRC winding-up petition against Roxy Media?
HMRC sought to wind up Roxy Media over a significant alleged tax liability. The company disputed the sums owed and appealed the assessment to the First-tier Tax Tribunal. Once the appeal was filed, the Companies Court considered whether a winding-up petition remained appropriate.
- The court dismissed the petition.
- The judge accepted that the tax position was under genuine challenge and needed to be resolved by the Tribunal, not through insolvency proceedings.
- HMRC’s role as a creditor does not override a company’s right to appeal an assessment.
- Where a tax dispute is legitimate, compulsory liquidation is normally considered premature.
This outcome mirrors long-standing Insolvency Act principles: a winding-up petition is not a debt-collection tool. It should only be used where the debt is undisputed, due and payable.
FWJ Takeaway: The Roxy Media decision reinforces a crucial point. If a company has a genuine tax dispute and has acted promptly to appeal, HMRC should not normally be able to use a winding-up petition to force payment.
Can HMRC issue a winding-up petition when a taxpayer appeals to the Tax Tribunal?
The answer is Yes. HMRC has the legal power to petition at any time if it considers that tax is due.
But the Companies Court will only make a winding-up order if it is satisfied the debt is not genuinely disputed. When a taxpayer has lodged a credible appeal with the First-tier Tribunal, the court must consider whether the petition is premature or an abuse of process.
HMRC’s own enforcement guidance on GOV.UK sets out that compulsory liquidation is typically reserved for cases where tax is overdue and no engagement has taken place. However, when a dispute is active, the Tribunal has jurisdiction to determine the liability. Insolvency proceedings should not undermine that statutory appeal process.
In many cases, the court will adjourn or dismiss a petition if:
- the taxpayer filed an appeal on time;
- the dispute is substantial; and
- it is not being used merely to delay payment.
The Roxy Media case shows that even high-profile taxpayers can rely on these protections.
FWJ Takeaway: HMRC may still issue a petition during a dispute, but the court will not grant a winding-up order if an appeal raises a genuine question about the liability.
How does the Companies Court decide whether to dismiss a petition based on a tax dispute?
The Companies Court applies a clear legal test: is the debt genuinely disputed on substantial grounds? This principle prevents the winding-up jurisdiction being used as leverage in ordinary debt disputes.
- In tax cases, the court looks for evidence that:
- the appeal has been filed with the Tribunal;
- the grounds of appeal have merit;
- the dispute is not artificial or tactical; and
- the company has complied with procedural requirements.
If those conditions are met, the correct forum for determining the liability is the Tax Tribunal. The insolvency court will not examine detailed tax arguments. Its role is simply to decide whether the dispute is substantial enough to make a winding-up petition inappropriate.
This is why Roxy Media succeeded. Once its appeal was lodged, HMRC could no longer show that the tax debt was immediately payable or undisputed.
For other companies in similar situations, this is a critical safeguard. It prevents HMRC from using insolvency proceedings to short-circuit the appeal process.
FWJ Takeaway: A company does not need to prove it is right on the tax issue, only that the dispute is genuine. If it is, the Companies Court will usually refuse a winding-up order.
What should a company do if HMRC petitions for winding up during an ongoing tax dispute?
The most important step is to act quickly. HMRC Winding-up petitions move at speed and can cause serious disruption. Once a petition is issued, many banks freeze company accounts and suppliers become cautious. Without early legal steps, day-to-day trading can become impossible.
Companies should take the following actions without delay:
1. Confirm whether the tax is under dispute. If you have already appealed or intend to do so, this may provide a defence.
2. File evidence at court setting out the dispute. The court needs clear documents showing why the liability is challenged. But you need legal help to do this properly.
3. Consider whether a Time to Pay (TTP) proposal is appropriate. Where part of the debt is accepted, a settlement or staged payment may prevent escalation.
4. Engage with HMRC in writing. Clear correspondence helps demonstrate cooperation. We can help you draft the right responses.
5. Seek urgent legal advice. A specialist team can prepare evidence, negotiate with HMRC and represent the company at the hearing. Our team at FWJ is headed by Andy Lynch, who worked at HMRC for 18 years before joining us. He is a country leading expert in tax defence matters, including winding up petitions
6. Validation order. Consider apply for a validation order to lawfully continue trading if the bank account has been frozen after petition presentation. This is commonly seen in HMRC petitions and requires urgent court attention. We are experts in obtaining these and allowing the company to legally make payments.
FWJ Takeaway: Early, structured action is essential on winding up petitions. The sooner a company shows the court that a genuine tax dispute exists, the stronger its position will be at the hearing.
What lessons does the Roxy Media case offer for directors facing HMRC action?
The case illustrates three key points for directors.
- First, directors must act quickly when tax assessments are received. If a company believes the assessment is incorrect, it must appeal within the required deadline. Waiting for HMRC to escalate matters only increases risk.
- Second, a tax dispute and a winding-up petition are separate processes. Directors must manage both. Appealing does not automatically stop HMRC from petitioning, but it can provide a defence once the case reaches court.
- Third, early legal advice is critical. A petition can lead to frozen bank accounts, serious reputational harm and disruption to trading. Without timely representation, a company may lose the chance to defend itself effectively.
The Roxy Media case shows that even companies under media scrutiny can successfully defend petitions when they act promptly, appeal properly and provide clear evidence.
FWJ Takeaway: Directors should not assume that an HMRC petition means the end of the road. With a genuine dispute and the right support, a petition can be defended and dismissed.
