I decided to formalise my freelance work and followed my employment contract to the letter. What happened next was a lesson in corporate inertia, unforeseen legal questions, and the anxieties every developer with a side project fears. A cautionary tale.
As my freelance work has started to pick up, I've begun to encounter more "outside IR35" opportunities. For those in the UK contracting world, this means needing a more formal business structure. My solution seemed simple and sensible, create an umbrella limited company. All my current freelance work could sit under it, and it would be the perfect home for any future side projects or SaaS ideas.
It was an exciting step towards building something of my own. But first, the responsible bit, checking my employment contract.
The Contract and The Request
I knew a bit of freelancing on the side was fine, but starting a formal company felt like a bigger step. I double checked my contract, and the clause was exactly what you'd expect. I needed to ask for consent in writing before starting another business. The business could not be in the same industry or compete, and I couldn't use any work assets or time. All perfectly reasonable, standard stuff.
So, I did what the contract asked. I wrote a formal letter requesting consent, outlining my intentions clearly and professionally.
Opening a 30 Year Old Can of Worms
The response was... not what I expected. It turns out, in the nearly 30 year history of the company, I was apparently the first person to ever actually follow this clause.
My simple, "by the book" request opened a huge can of worms internally. A flurry of questions came back, many of which showed a complete lack of preparedness for this scenario. "Is he getting external funding?", "How much time is he committing?", "Do we need to review this regularly?", "Can we state which specific companies he cannot work with?".
Some of these questions are just not legally allowed, while others (like my performance and commitment to my primary role) are already covered in my original contract. There has been no clear, logical response from the company, just a state of confusion. I've even been informally advised that it might be easier to just retract my request.
The Dilemma of Doing the Right Thing
This is where the real dilemma lies. Retracting the request feels like a trap. Does it imply I'm no longer pursuing the business? Or worse, does it leave me legally exposed down the line if I continue without their formal, written consent?
It's a situation that brings to light the deepest anxieties of any developer with an entrepreneurial spirit. What happens if one of my side projects really takes off? Could my employer, having been made aware of my intentions, later try to claim I must have used company time, since I never received that "official" sign off? Could they attempt to lay a claim to my whole business or its intellectual property?
These are the questions that keep you up at night. I tried to be transparent and do everything by the book, and in doing so, I may have created more risk than if I had simply stayed quiet.
It’s a cautionary tale for any employee with a side hustle. It highlights a grey area where being the first person to follow the rules can, paradoxically, put you in a more precarious position. For now, I'm navigating this unexpected corporate maze, and it's a stark reminder that sometimes, the hardest code to debug is the legal code in your contract.