Consultancy agreement for a fractional CFO

A fractional CFO runs a company's finances for a few days a month without joining its board or its payroll, and the agreement has to hold that position: a defined set of services and a day commitment, authority to act that stops short of being a director, controlled access to the accounts, the bank and the investors, and a status that reflects an independent professional serving several clients. I draft that agreement, for the business engaging the CFO or for the CFO putting it in front of clients, for a fixed fee of £595, delivered in five working days. The document is drafted to reflect a self-employed engagement; status is checked case by case with HMRC's Check Employment Status for Tax tool, and no agreement can guarantee an individual's status.

Who this is for

Growing businesses in England and Wales engaging a part-time or fractional finance director, and finance professionals offering fractional CFO services to several clients through their own company who want an agreement they can reuse.

What matters in a fractional CFO agreement

The services and the days committed

The agreement should list the services (management accounts, cash flow, board reporting, fundraising support, oversight of the finance function, relationship with the auditors and accountants) and state the time commitment as a number of days a month with a mechanism for more at a day rate, so that neither side treats the retainer as unlimited. It should say that the CFO decides how and when the work is done within the client's reasonable requirements, which is both the commercial reality and a factor in status.

Authority, signing and the line between adviser and director

A person who takes decisions as if a director, or on whose instructions the board acts, can be treated as a de facto or shadow director under section 251 of the Companies Act 2006 with a director's duties and exposure. The agreement should say that the CFO is not a director or officer, has no authority to bind the company except as delegated in writing, and advises the board rather than deciding for it; where the client wants the CFO to sign payments or contracts, the delegation and its limits should be in a schedule, with the board's approvals preserved.

Access to accounts, banking and confidential information

The CFO will see everything, and the agreement should set the access granted (accounting systems, bank viewing or payment rights, payroll, investor and board papers), the controls around it (dual authorisation for payments, the client's policies), the confidentiality obligations that continue after the engagement, and the handling of personal data in payroll and HR records, where the CFO acts as the client's processor under Article 28 of the UK GDPR or, for some tasks, on the client's instructions as part of its own controller function.

Status and the off-payroll rules

A fractional CFO working through their own company for a medium or large client is within the off-payroll working rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003, under which the client determines status; for a small client the CFO's company assesses it under Chapter 8. The agreement supports a self-employed outcome by reflecting how the engagement works: several clients, the CFO's own equipment and methods, a right to substitute a suitably qualified person, no obligation on the client to offer work beyond the agreement, and no employee benefits. Status is checked case by case with HMRC's Check Employment Status for Tax tool, and the agreement cannot guarantee it.

Fees, expenses, notice and conflicts

The agreement should state the monthly fee, the day rate for additional work, invoicing and payment terms with interest under the Late Payment of Commercial Debts (Interest) Act 1998, expenses at cost with approval, a notice period on both sides, and the CFO's freedom to act for other clients subject to a conflicts clause that excludes direct competitors while the engagement lasts. Where the CFO's firm provides accountancy services, its obligations under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 apply to it as a provider of those services.

Liability, insurance and intellectual property

The CFO should carry professional indemnity insurance at a stated level, with liability capped at a multiple of the annual fee and consequential loss excluded, tested for reasonableness under section 11 of the Unfair Contract Terms Act 1977, and the agreement should say that the CFO relies on information the client provides and does not audit it. Models, reports and board papers the CFO creates should be assigned to the client on payment under section 90 of the Copyright, Designs and Patents Act 1988, with the CFO's own templates and methods retained and licensed.

What it costs

Consultancy or contractor agreement, £595. Drafted for your business. Five working days.

Template set for repeat use, £895. One master agreement plus a short-form schedule you can reuse for every engagement. Five working days.

Buying online forms the engagement on payment. The scope is what the consultancy and contractor agreements page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A clear, express assignment of intellectual property to your business
• Confidentiality provisions that protect your business information
• Restrictive covenants drafted at a scope a court will uphold
• Clear treatment of status, so the arrangement is not accidentally something else
• Payment, deliverables and termination provisions that match how you work
• A reusable structure, so the next engagement costs you nothing

What is not included

• Employment status determinations and off-payroll working assessments, which need your accountant
• Tax advice
• Disputes with a contractor you have already engaged
• Immigration and right to work compliance

Questions I am often asked

Can our fractional CFO be called 'CFO' without being a director?

The title is not the problem; the conduct is. The agreement says the CFO is not a director, has no authority beyond what is delegated, and advises the board, and the board should act accordingly. A CFO who in practice runs the company is a de facto director whatever the agreement says.

Does the off-payroll regime apply if the CFO works through a limited company?

If your business is medium or large, yes: you determine status and must issue a status determination statement. For a small client the CFO's company assesses it. The agreement is drafted to reflect a self-employed engagement; the determination is checked with HMRC's tool and needs your accountant.

Can the CFO send someone else when they are on holiday?

A right to substitute a suitably qualified person, with the client able to object on reasonable grounds, is part of what makes the engagement self-employed. Whether the CFO ever uses it is a commercial matter, but the right should be real.

Related guidance and services

• Consultancy and contractor agreements, £595, the service this page describes
• Contract review, £495
• Employment contracts and handbooks, £595
• Consultancy agreement for a fractional COO
• Consultancy agreement for an interim manager

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: October 2026. Email geoffrey@caesar.co.uk.