What is a Controlled Goods Agreement Letter From HMRC?

The form, when it lands on your desk, is called “Notice of Intention to Take Control of Goods” or, increasingly, simply a Controlled Goods Agreement. It arrives because enforcement agents, working for HMRC, a landlord, or a judgment creditor, have the legal right to list your company’s assets on the premises and leave them there, intact but notionally under their control, pending payment.

Signing it feels like capitulation. Refusing to sign it feels like resistance. Both instincts are wrong. The Controlled Goods Agreement (CGA) is a specific legal instrument with defined consequences under the Tribunals, Courts and Enforcement Act 2007, and the right response depends on your underlying debt, your position as director, and the alternatives available in the following hours.

Below you will find what a CGA is, when it is used, what can and cannot be seized, and how you should respond when one is presented.

What a Controlled Goods Agreement Is

A Controlled Goods Agreement is a written agreement, under paragraph 13 of Schedule 12 to the Tribunals, Courts and Enforcement Act 2007, between an enforcement agent and the debtor. Under its terms:

• The enforcement agent identifies and lists specific goods on the debtor’s premises.
• The listed goods remain physically with the debtor, not removed, but are legally “under control”.
• The debtor agrees not to dispose of, damage, or move the listed goods while the CGA is in place.
• Intentionally moving, selling or damaging the listed goods without lawful excuse is a criminal offence. If the agreement is broken, the agent can return, after giving notice, to remove the goods for sale.

The CGA is an intermediate step in the enforcement ladder. It sits between the initial Notice of Enforcement (at least 14 clear days’ warning before agents can take control of goods) and physical removal of goods for sale. In our experience, directors who understand this structure respond far more effectively than those who treat it as an immediate emergency or ignore it entirely.

The CGA gives your company one more window to settle before the assets are removed.

When a Controlled Goods Agreement Is Used Against a Company

CGAs are deployed by certified enforcement agents across several creditor types. For struggling limited companies, a common source of CGAs is:

• HMRC distraint, for tax debt enforcement, following a Notice of Enforcement. HMRC uses both in-house field officers and certified external agents.
• Court judgment enforcement, after a creditor obtains a CCJ, a warrant of control enables certified agents to attend the debtor’s premises.
• Commercial Rent Arrears Recovery (CRAR), landlords can instruct enforcement agents under Part 3 of the 2007 Act where the unpaid rent amounts to at least seven days’ rent.
• Business rates, local authorities enforce unpaid rates through certified agents under the same statutory regime.

The specific type of creditor changes the fee scale and the removable asset categories, but the CGA mechanism operates the same way across all of them.

Unless the agent is exempt (for example, an HMRC officer acting in the course of duty), the enforcement agent must be certified, must carry proof of authorisation, and must follow the procedural steps in the 2007 Act. If you believe the agent is not certified, ask to see their credentials immediately.

What Can and Cannot Be Seized Under a Controlled Goods Agreement

Not everything on your premises can be taken. The statutory exempt-goods list in the Taking Control of Goods Regulations 2013 mainly protects individuals, not limited companies. For a company, the main protection is that an agent may only take goods that belong to the debtor. Review your asset list against these points before the agent attends:

• Tools and equipment for an individual’s own work, such as a sole trader’s, up to a total value of £1,350. This exemption does not apply to HMRC or business rates enforcement, and it does not protect a limited company’s assets.
• Basic household items, for individual debtors only: what the household reasonably needs for its basic domestic needs, such as clothing, bedding and essential appliances.
• Assets owned by third parties, including leased or hire-purchase equipment where title remains with the supplier until fully paid.
• Stock subject to retention of title clauses, where the supplier has properly reserved title in the supply contract.
• Assets subject to a fixed charge are not exempt, but tell the agent about the charge and the chargeholder, because the secured creditor may have a prior claim.

For a typical small company, the exemption list can exclude a material proportion of apparently seizable assets. Your vehicles on finance, plant and machinery on hire-purchase, stock subject to supplier retention of title, and office equipment jointly used for residential purposes can each fall outside the agent’s reach.

Producing documentary evidence of third-party title at the point of the agent’s visit, your HP agreements, lease documents, and supplier contracts with ROT clauses, is the practical step that keeps those assets off the controlled list. Have that paperwork ready before the agent arrives.

Do You Have to Sign a Controlled Goods Agreement?

Strictly speaking, no. A CGA requires your consent. But the alternative to signing is rarely better for your company.

If the debtor refuses to sign the CGA, the enforcement agent has three main options:

• Remove the goods immediately for sale. This is the practical consequence of refusing a CGA in most cases, the agent simply proceeds to the next stage of the enforcement ladder.
• Secure the goods on the premises (locked cabinets, padlocks) without the debtor’s consent, where the legislation permits.
• Return with reinforcement, including a locksmith or police presence where obstruction is anticipated.

Signing the CGA is usually the lesser of two commercial harms: your goods stay on the premises, your business continues to operate, and you have a further window (typically seven to fourteen days) to pay the debt and the enforcement fees. Refusing typically produces immediate removal and a far more disruptive outcome.

The one exception: where the listed goods are clearly exempt or third-party-owned, signing an agreement that purports to control them creates an evidential problem you do not need later. Flag the exemption at the point of signing, in writing on the agreement itself.

Disputing or Appealing a Controlled Goods Agreement

If you believe the CGA is defective, disputed, or improperly made, the routes to challenge it are:

• Third-party claim to goods, where assets listed in the CGA belong to someone else, the owner can claim them under paragraph 60 of Schedule 12. Under the court rules, the owner must give the agent written notice of the claim within seven days of the goods being removed. Once the agent has notice of a court application, the agent must not sell the claimed goods unless the court directs.
• Complaint to the creditor about procedural errors, overreach, or disputed debt. Creditors can recall agents if the complaint has merit.
• Application to the County Court for relief, including an order that the agent’s action was unlawful and for the return of goods or damages.
• Complaint to the relevant professional body (Civil Enforcement Association, certified bailiff register) about enforcement-agent conduct.

Challenges work best when supported by your documentary evidence, title documents, supplier contracts, and lease agreements, produced at the time. Retrospective challenges, without evidence contemporaneously preserved, are much harder to sustain. Directors who keep the paperwork organised can settle disputes quickly; those who search for it afterwards find it much harder.

Warning Letters Before HMRC Enforcement Action

HMRC usually sends warnings before moving to enforcement, and the law requires a Notice of Enforcement before an agent can take control of goods. If you have not received the notice, check the position before engaging with the agent:

1. Reminder and final notice letters through standard debt management correspondence.
2. “Enforcement by Taking Control of Goods” letter giving notice that enforcement agents will attend.
3. Notice of Enforcement (Form NOE), the statutory notice required under the 2013 Regulations, which must be given at least 14 clear days before an agent can take control of goods.

That 14-day window is your last, cheapest opportunity to stop the process. A payment or a Time to Pay arrangement agreed inside it prevents the visit entirely.

If you ignore the notice, our team regularly sees directors end up facing the visit, the CGA, and the enforcement fees that follow, all avoidable costs.

Enforcement Agent Fees Attached to a Controlled Goods Agreement

The statutory fee scale under the Taking Control of Goods (Fees) Regulations 2014. In our advisory work, these fees are one of the first things we help directors calculate before deciding whether to pay, negotiate, or seek formal insolvency protection:

• Compliance stage, £79 on instruction, before any attendance.
• Enforcement stage, £247 plus 7.5% of any debt over £1,900 on first attendance (which is when the CGA is usually made).
• Sale or disposal stage, £116 plus 7.5% of debt over £1,900 on removal of goods.

For a £5,000 debt, the full enforcement fee stack runs to roughly £907. If you pay before the enforcement stage, within your 14-day notice window, you save everything beyond the £79 compliance fee. That is a straightforward calculation worth making before the agent arrives.

Next Steps After Receiving a Controlled Goods Agreement

The practical sequence, in priority order. Where these steps conflict with advice you have already received, call our team before acting:

1. Review the CGA carefully before signing. Identify any listed goods that are third-party-owned, on finance, or subject to ROT clauses. Annotate the agreement before signature.
2. Negotiate a payment arrangement with the creditor during the CGA window. The goods stay on the premises; payment within the window can avoid the sale stage entirely.
3. Seek licensed insolvency practitioner advice where the CGA sits alongside broader creditor pressure. A CGA in isolation is manageable; a CGA plus HMRC arrears plus supplier demands signals cash-flow insolvency.
4. Do not breach the CGA. Intentionally moving, selling or damaging listed goods without lawful excuse is a criminal offence and accelerates the enforcement outcome.
5. Consider the insolvency position. Where the CGA reflects a company that cannot pay its debts as they fall due, cash-flow insolvency is in view and director duties have shifted. Formal process may be the cleaner route.

Our licensed insolvency practitioners and business rescue specialists can assess your position, negotiate directly with the creditor where necessary, and implement a formal process where your company’s situation requires it. Call us free on 0800 074 6757 for confidential advice.

Controlled Goods Agreement FAQs

Methodology & Disclosure

This guide is written by the Company Debt editorial team, reviewed by licensed insolvency practitioners, and reflects enforcement law and practice in England and Wales as at the last-reviewed date. Statutory references are drawn from the Tribunals, Courts and Enforcement Act 2007 (Schedule 12), the Taking Control of Goods Regulations 2013, and the Taking Control of Goods (Fees) Regulations 2014.

Company Debt is a licensed UK insolvency practice. Where enforcement action reflects underlying cash-flow insolvency, we can act as the licensed Insolvency Practitioner for a recommended CVA, Administration, or CVL under separate engagement. The 0800 number is a free confidential consultation.