Ownership turns on the capacity in which the accountant acted. Records the client supplies always stay the client’s, and papers created while acting as the client’s agent, such as tax computations and correspondence with HMRC, normally belong to the client too. Papers the firm creates for its own purposes as principal, such as audit working papers, internal drafts and review notes, belong to the firm, although a client can still obtain their personal data and a successor can still require information the client needs.
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Why does the capacity of the work decide ownership?
ICAEW’s guidance on documents and records says ownership is a mixed question of law and fact, and points to three factors: the capacity in which the accountant acts, the contract (usually the engagement letter) and the purpose for which each document exists. The general rule is:
- Principal to principal, as in an audit: documents the accountant prepares solely for its own purposes belong to the accountant, and only documents created on the client’s specific instructions belong to the client.
- Principal and agent, as in tax compliance: documents brought into being under the retainer normally belong to the client.
- Either way, documents the client provided remain the client’s property.
Any specific agreement between firm and client overrides these principles, which is why ICAEW recommends dealing with ownership in the engagement letter. “Documents” includes electronic files and emails. ICAEW notes the guidance reflects the law of England and Wales as at July 2006, so legal advice is sensible where a large amount is at stake or another law applies. Withholding client papers over unpaid fees is a separate subject, covered in accountants’ lien and client papers.
Which working papers belong to whom?
ICAEW publishes two indicative tables, one by type of work and one by purpose of the document. They assume the engagement letter is silent. The main entries are:
| Work or document | Owner |
|---|---|
| Papers prepared solely to carry out the audit | Firm |
| Audit report | Client |
| Accounting records the firm prepares, and the financial statements | Client |
| Draft or office copy of the financial statements | Firm, unless the client asked for drafts |
| Schedules prepared from incomplete records where not instructed to work from them | Firm, but a company’s if prepared so it complies with section 386 of the Companies Act 2006 |
| Accounts, schedules, computations and HMRC correspondence for tax returns and VAT returns | Client |
| Tax planning: drafts and internal memoranda | Firm |
| Tax planning: letters, reports or documents of advice | Client |
| Advisory work: papers produced but not provided to the client | Firm |
| File notes made while acting as agent and reflected in the fees | Client |
| File notes made while acting as principal, or not about work for the client | Firm |
| Letters received from the client, and file copies of letters sent to the client | Firm |
The tax compliance entry rests on Chantrey Martin and Co v Martin [1953] 2 QB 286, which ICAEW cites. The practical effect is that much of a typical tax file belongs to the client, while the review notes, checklists and internal emails behind an audit or an advice letter belong to the firm.
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Can a client insist on seeing the firm’s own papers?
ICAEW’s guidance says that if a client asks for documents that belong to the client, access ought normally to be given, subject to any lien. For documents that belong to the firm, the answer depends on the circumstances: giving access may increase the risk of a claim, but a better informed client may also reduce it. There is no general right to the firm’s own working papers.
A company client acts through its board. ICAEW says that where a director wants company documents, or confidential company information, for their own personal affairs rather than the company’s interests, the firm should get authorisation from the board, or from outside shareholders where appropriate, before giving access. See directors’ right to inspect records.
Does a subject access request reach working papers?
Yes, to the extent they hold the requester’s personal data. The ICO says individuals have the right to access and obtain a copy of their personal information, that the response must be given without undue delay and within one month (extendable by up to two further months for complex or numerous requests), and that in most circumstances no fee can be charged. A third party with appropriate authority can make a request on someone’s behalf. Exemptions can apply but must be considered case by case and justified.
ICAEW’s guidance recognises that an individual client is entitled to a copy of personal information held about them whether on client files or otherwise. Ownership of the paper does not decide this: a review note in a firm owned file that discusses the client’s affairs can still contain their personal data. What the client receives is a copy of their information, not the firm’s documents as such. See subject access requests in practice.
What can a new accountant ask for?
ICAEW’s helpsheet for outgoing accountants sets out two separate duties under the ICAEW Code of Ethics:
- Records. Paragraph R320.7C requires the outgoing accountant to deal promptly with any reasonable request to transfer records, subject to any particular lien.
- Information. Paragraph R320.7D requires the outgoing accountant to provide information about the client’s affairs if its absence might prejudice the client’s interests and the client cannot provide it themselves. There is no obligation to provide information already given to the client. The helpsheet adds that although the file may contain documents owned by the firm, information from those documents may still need to be provided.
So a successor may not be entitled to the old firm’s working papers, but is entitled to what it needs from them, such as the make up of opening balances, capital allowance pools or losses brought forward. ICAEW says no charge should normally be made unless there is good reason, for example significant work retrieving archived files or copying returns the client already has. For audits, the predecessor auditor must give the successor access to relevant information on a written request, under ICAEW’s AAF 01/08 guidance. The wider process is in professional clearance when changing accountant.
What about buyers, lenders and HMRC?
ICAEW reminds members that confidentiality is an implied term of every engagement, whoever owns the documents, so voluntary access for a third party normally needs the client’s consent. Investigating accountants acting for a buyer often want the auditor’s or tax adviser’s papers. Because an auditor’s working papers belong to the auditor, ICAEW says it is not obliged to give access, and the position may be the same for a tax adviser depending on the work and the engagement letter. ICAEW suggests client authorisation and release letters to manage confidentiality and the risk of taking on a duty of care to the buyer.
Statutory powers override ownership and confidentiality. ICAEW advises asking any body that requests documents to state the source of its power. HMRC’s information powers and the protection for tax advisers’ communications are covered in whether HMRC can demand your accountant’s working papers.
What does this look like in practice?
Illustration only. A sole trader moves to a new accountant and emails asking for “my whole file”. The old firm returns her bank statements and invoices, and sends copies of the filed returns, tax computations and its letters to HMRC, since these belong to her as the firm acted as her agent. It keeps its review checklists, internal emails and draft accounts. When the new firm asks how the capital allowances pool was built up, the old firm supplies a schedule extracted from its working papers, without charge, because she cannot produce it herself. Two weeks later she makes a subject access request; the firm searches its own files too and sends her a copy of the personal data in them within the month.
What mistakes come up most often?
- Treating the whole file as the firm’s property, including tax computations prepared as agent.
- Handing over internal review notes and drafts without considering whether that is required.
- Refusing a successor’s request for opening balances because the schedules are firm owned.
- Ignoring a subject access request because the papers belong to the firm.
- Saying nothing about ownership and retention in the engagement letter.
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Related Accountapedia entries
- Who owns the records: accountants’ lien and client papers
- Can HMRC demand your accountant’s working papers
- Audit documentation and working papers
- Who owns partnership property and goodwill
- How to find out who owns a UK company
Related cover: Professional indemnity insurance for accountants and What professional indemnity insurance covers. For the whole practice, see insurance for accountants and fee protection schemes for your clients.
Sources
- ICAEW: Documents and records
- ICAEW: Documents and records nature of work to be done
- ICAEW: Purpose documents and records exist
- ICO: A guide to subject access
- ICAEW: Change of professional appointment outgoing accountant
Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 24 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.