Table of Contents
A limited company is one of the most popular legal structures for all types and sizes of businesses in the UK. This is due to the many professional and financial benefits it offers, all of which far surpass those available to sole traders or contractors working through an umbrella company.
To enable you to make an informed decision, we will provide an overview of the limited company advantages on offer. We will also outline the potential downsides of company formation when compared to the sole trader structure.
Top 10 limited company advantages
The principal reasons for trading as a limited company are limited liability, tax efficiency, and professional status. However, there are a number of other limited company advantages available. Below, we discuss each one in turn.
1. Minimising personal liability
The biggest benefit of forming your own company is limited liability protection. Simply put, should your company run into trouble, your personal assets will be secure. This is because a limited company is treated as a separate legal entity; a legal ‘person’ in its own right. Therefore, the business is entirely separate from the people who own and manage it.
This separation is known as the ‘corporate veil’. Any debt, losses, or legal claims associated with the company are the responsibility of the company itself – not its owners (shareholders/guarantors) or directors.
As a shareholder, you will have no legal obligation to pay more than the nominal value of the shares you hold. If your company becomes insolvent and is unable to pay its creditors, you will only be required to contribute the nominal value of your unpaid shares. Beyond that, your personal assets will be protected.
It is common practice to set the nominal value of most shares at £1. This means that your liability could be as little as £1, depending on the number of shares you issue and purchase. However, there are rare instances (such as fraud or wrongful trading) whereby the corporate veil might be ‘lifted’ or ‘pierced’, which may result in shareholders (and directors) being personally liable for company debts.
Sole traders, on the other hand, run a much higher risk. They are personally liable for any and all business debts, losses, and liabilities. As a sole trader, there is no separation between you and your business. If the business owes money, you owe money. Therefore, your personal assets, including your home and savings, could be seized to pay your creditors.
Limited liability is crucial if you plan to provide high-value supplies or services that could lead to liability claims. If any such situation were to arise while running your business as a limited company, you would not be forced to use your own assets to cover these liabilities unless you gave a personal guarantee to the company or you were found guilty of wrongful trading or other criminal acts.
2. Professional status
Your professional status and image will improve considerably when you start trading as a limited company. Whilst the activities, ownership structure, and internal management of your business may be the same as when you were operating as a sole trader, companies are held in much higher regard and create a better impression.
The difference in perception stems largely from the fact that incorporated businesses are more rigorously monitored. Limited companies have more complex accounting and reporting requirements, their statutory compliance obligations are much greater, and their corporate details and accounts are published on public record where they can be inspected by other businesses and members of the general public.
A more professional image, coupled with the benefits of corporate transparency, could also benefit your business in many other ways, such as:
- attracting new clients and investors
- accessing a wider range of lending opportunities
- expanding into different locations or markets
- creating a valuable and trusted brand identity
- competing on an even playing field with other businesses in your industry sector
3. Tax efficiency and planning
Limited companies in the UK pay 19-25% Corporation Tax on profits, whereas sole traders pay 20-45% Income Tax (or 19-48% in Scotland) on their profits. These lower rates for companies offer greater flexibility for tax planning.
Reinvesting surplus cash
Rather than withdrawing all available profit each year and paying more personal tax on top of your Corporation Tax liability, you can retain surplus income in the business to pay for future operational costs and growth.
This makes more sense than withdrawing all profits, paying higher rates of Income Tax, and reinvesting your own finances when the business needs additional capital.
Deferring personal income
You can defer the withdrawal of profits to a later tax year when a lower rate of business or personal tax would be due. This is an efficient strategy if the withdrawal of all available profits would take you into a higher Income Tax band or Dividend Tax bracket.
4. Higher personal remuneration
By setting up a company, you can reduce your Income Tax and National Insurance contributions (NIC) by taking a combination of a director’s salary through PAYE and dividend payments from shares.
If you keep your director’s salary below the NIC primary threshold (£12,570), you won’t have to pay any Income Tax or employee Class 1 National Insurance on those earnings. Furthermore, the company won’t have any Corporation Tax liability on the salary because wages are a tax-deductible business expense.
You can take the rest of your income as dividends, which are paid from profits after the deduction of Corporation Tax. You will benefit from the annual £500 dividend allowance (2024/25 tax year), so you won’t pay any personal tax on the first £500 of dividend income.
Above this sum, you will be required to pay dividend tax. However, dividend tax rates are much lower than Income Tax rates.
Depending on your level of annual profits, you could save thousands of pounds in personal tax every year by operating as a limited company rather than a sole trader.
5. Separate legal identity
Unlike the sole trader structure, a limited company is a legal ‘person’ in its own right, with an entirely separate identity from its owners and directors. As a result, companies can enter into contracts in their own name and are responsible for their own debts and liabilities.
The owners are only liable (in most cases) for the value of their unpaid shares or personal guarantees, rather than the full extent of the company’s liabilities. If a company becomes insolvent, it is the business itself that is declared bankrupt, not the shareholders or directors.
Furthermore, this means that companies enjoy perpetual succession and survive the death or ownership of the original members. The business can be sold or transferred to other people at any time, thus enabling the company to continue to exist with minimal disruption to clients and employees.
6. Credibility and trust
The professional status of a limited company structure will add valuable prestige and credibility to your business. In fact, certain businesses and agencies (particularly in the IT, finance, and construction industries) are only prepared to engage with other incorporated businesses. This is usually due to the level of risk involved in the contracts they award.
If you’re likely to be dealing with sensitive information, complex IT projects, or large-scale construction contracts, for example, your clients will demand limited liability protection from all contractors because the associated risk of such work is particularly high.
In most cases, sole traders are simply not considered for these types of contracts, so a company really can improve your competitive advantage.
7. Investment and lending opportunities
Companies can have multiple owners, so it is possible to raise additional capital by selling portions (‘shares’) in the business to new investors. Generally, companies also have access to more lending opportunities than sole traders, and certain banks will only lend to incorporated businesses.
Furthermore, it is often possible to secure a loan for a company without the need for shareholders or directors to provide security against their own property.
8. Protecting a company name
All company names must be unique, so no two companies can be set up with the same name, or even names that are very similar to one another. The official name of your company cannot be registered and used by any other business. A sole trader’s business name does not enjoy this protection.
9. Pensions
Companies provide the opportunity to invest pre-tax trading income in a company pension scheme, as opposed to making only personal contributions from your wages or other earnings. And since employer contributions are an allowable business expense, your company will receive tax relief against its Corporation Tax bill.
10. Splitting income
If you own a company limited by shares, you can issue shares to your spouse or family members. This will allow you to split your business profits and minimise personal tax liabilities.
By issuing dividends to your spouse or children, for example, you can take advantage of their tax-free Personal Allowance, basic tax rate, and the £500 tax-free dividend allowance. This is incredibly beneficial if you are the sole or main wage earner and/or you regularly provide financial support to your children.
Disadvantages of a limited company
There are some less favourable aspects associated with limited company formation, as one would expect from anything that provides so many benefits. However, most of these perceived disadvantages pale in comparison to the tax advantages, enhanced professional image, and limited liability protection you will enjoy.
The most notable disadvantages are as follows:
- limited companies must be incorporated at Companies House
- you will be required to pay an incorporation fee to Companies House
- company names are subject to certain restrictions
- you cannot set up a limited company if you are an undischarged bankrupt or a disqualified director
- personal and corporate information will be disclosed on public record
- accounting requirements are more complex and time-consuming
- you may need to appoint an accountant to help you with your tax affairs
- strict procedures must be followed when withdrawing money from the business
- a confirmation statement and annual accounts must be filed at Companies House each year
- a Company Tax Return and annual accounts must be delivered to HMRC every year.
- companies are required to adhere to strict record-keeping requirements, including taking minutes of meetings and recording all decisions taken by directors and shareholders
- company registers and records must be maintained and made available for public inspection at your registered office
- if you make any changes to your company details, you must notify Companies House immediately
About sole trader businesses
Setting up as a sole trader is one of the easiest things to do in terms of registration and administrative requirements. However, there is no legal distinction between the business and the sole trader.
This means that you would be wholly and personally responsible for all business debts and liabilities. Your home and other assets would be at risk if you were unable to meet your financial obligations or if legal action was taken against the business.
On the flip side, because there is no legal distinction between your personal finances and business finances, there is no need to go through any complex procedures to remove money for personal use.
Pros and cons of the sole trader structure
The sole trader structure is ideal for many small business owners, particularly freelancers who have only a few clients and/or have average earnings below £35,000 a year.
However, there may come a time when it is financially or professionally beneficial to consider limited company formation. If you reach that point, your first port of call should be an accountant who can advise on the best course of action.
| Pros | Cons |
|---|---|
| Quick and easy to set up online and no need to register with Companies House | Unlimited personal liability for debts and legal claims |
| No need to pay a registration fee to HMRC | More challenging to raise capital and acquire loans |
| Typically low startup costs and expenses | Can only be set up and owned by one person |
| Easy to remove profits for personal use | Required to pay Income Tax between 20-45% (or 19-48% in Scotland) |
| Minimal accounting costs and requirements | You will be responsible for paying your own tax and NIC |
| You will own all business profits and assets | Many firms refuse to do business with sole traders |
| No requirement to disclose accounts or personal details on public record | Not eligible for Statutory Maternity Pay |
| No requirement to make business records available for public inspection | The professional status of sole traders is not as highly regarded as the limited company structure |
| Minimal paperwork and record-keeping requirements | No option to defer withdrawals until a later tax year or reinvest surplus cash without paying tax |
| No need to maintain a registered office address or service address | Pension options are less tax efficient |
| Fewer restrictions when choosing a business name | Unable to issue profits to a spouse or family member as tax-free dividend payments |
Limited company or sole trader?
There is no doubt that company formation will reduce your liability in the event of your business facing financial difficulty. A limited company also offers many tax benefits, there are numerous advantages to having a prestigious professional image and status and you can set up a company for non-profit or charitable purposes.
The benefits must, however, be weighed against the extra time and money required for the additional administration and accounting you will have to deal with. Depending on your level of profits, a company may not be more tax-efficient, so you need to bear this in mind.
It’s free to set up as a sole trader, and there is very little administration associated with running this type of business. This makes it the perfect structure for many freelancers and small business owners who are just starting out, have very few clients, and/or generate annual profits below a certain amount.
To choose the best structure for your business, your decision should be based upon your own personal circumstances and preferences, in addition to professional, tailored advice from an accountant or advisor who has a clear understanding of your business objectives and long-term plans.
Self Assessment for company directors & sole traders
Sole traders (and company directors who receive income other than a salary) must register for Self Assessment by 5 October after the end of the tax year being reported in the tax return. For the current 2024/25 tax year, you must remember to register by 5 October 2025.
You can do this online in a matter of minutes by providing the following details to HMRC:
- National Insurance number
- your full name, address, and contact details
- details about the business (name, address, start date of trading activities, nature of activities)
After registering for Self Assessment, HMRC will send a letter to your contact address. This will contain your personal Unique Taxpayer Reference (UTR) and information about your tax obligations and filing responsibilities.
Filing and payment deadlines for Self Assessment (2024/25 tax year)
The tax year for Self Assessment runs from 6 April in one year to 5 April the following year. Therefore, the current tax year began on 6 April 2024 and will end on 5 April 2025. You can file your tax returns by post or online, and you can pay your tax and National Insurance contributions electronically.
- Paper tax returns must be received by midnight 31 October 2025
- Online returns must be filed by midnight 31 January 2026
- Your Self Assessment tax bill must be paid in full by midnight 31 January 2026
You must send a tax return even if you do not have any tax to pay on your income – HMRC still needs to know about this additional income. If you miss the final filing deadline by more than 3 months, you will receive a £100 penalty. However, this fine may be waived if you make an appeal to HMRC. If you are late paying some or all of your tax, you may be charged a percentage of the outstanding balance.
Your article sheds light on the advantages of public limited company registration. It’s an opportunity for businesses to showcase their potential, access diverse sources of capital, and raise their profile in the competitive market. Thank you for sharing such information about Public Limited Company.
Thank you for your kind words.
Kind regards,
The Rapid Formations Team
Generally I don’t learn post on blogs, however I would
like to say that this write-up very compelled me to take a look at and
do so! Your writing style has been amazed me. Thank you, very nice article.
Thanks for your kind comments – we’re glad you are enjoying our blog articles.
Kind regards,
The Rapid Formations Team
Hello,
I’m employed full time but also want to setup a gardening business? I do currently submit a separate self assessment for claiming back work expenses but just wanted to know which was best for my situation a sole trader or ltd company. I will only be turning over around 2k initially
Also if I gkk ok into the higher rate tax bracket will I have to pay more than the 19% corporation tax
Thank you for your kind enquiry, Mitch.
With regards to paying Corporation Tax – there are no ‘bandings’ for Corporation Tax and therefore all relevant profits are taxed at the same amount. Please note that from April 2023 Corporation Tax is due to rise to 25%.
With regards to what is better for you – this is a decision you will need to make yourself. You will probably need to factor in the annual filing requirements costs into whether or not running via a limited company is better for you or not. In general terms, the more money made via a self employed venture, the more beneficial a limited company is, because the annual filing requirement fees (including accountancy fees) reduce as a % of the revenue earnt. In addition, the risk is limited to the liability of the shareholder. We would suggest you make a projection as to how likely it is that your income is going to rise via this venture to well beyond £2,000, and then make a decision based on this.
You should also factor in that many customers prefer to deal with a limited company rather than a sole trader, and that being a sole trader may lead to you losing custom due to lack of trust.
We trust this information is of use to you.
Kind regards,
The Rapid Formations Team
Hi,
I am impressed with the answers you have supplied to others, and hope you can help us.
We, husband and wife,, are considering the possibility of setting up a non-profit making limited company for the purpose of owning our road, which is not adoptable by the local council.
We and neighbours have spent a lot of money improving the road, which now seems at risk of damage from a new development nearby, so we need insurance and legal status. If we have, say, 3 directors with £1.00 shares each, would this basis be practical in law?
We would then need to apply for the deeds from, I think, Chancery Division.
My husband is currently Chair of our Residents Association but this is likely to disband soon.
Dear Sheila
Thank you for your kind words. Unfortunately we cannot advise on the structure of any business as we are not professional advisors and we would advise that you speak to an accountant or lawyer to get the correct advice to deal with this more unusual business concept.
Best Regards,
What hapoens with the state pension siruatuon when you become a ltd company.
Dear Am Baio,
We are not pension advisors however if you are receiving state pension and form a limited company then you would declare the state pension on a tax return along with any income taken from the limited company.
Kind Regards,
Rapid Formations Team
I am changing from sole trader to limited company is it possible to retain my gross payment status for tax purposes?
Dear Stan,
Thanks for your message.
We are not experts on Construction Industry Scheme tax so I would advise you either call HMRC on 0300 200 3210 or speak to an accountant.
Kind Regards
Ohh thanks very much for advising i think limited companies has more advantages than sole bcs personal property are secured.name of company is boomed etc
Must be officially incorporated at Companies House
Required to disclose personal and corporate information on public record.
can you explain more on those two disadvantages of a limited company
Dear Lee,
Thank you for your message. The two disadvantages you have highlighted are very similar in nature. The point being made is purely from a privacy perspective in that if you were to set up a business as a sole trader or partnership (not Limited Liability Partnership), your information would remain private, whereas limited companies have to comply with the Companies Act which requires certain details to be available to the public through the Companies House website (such as the names of directors, the company address etc).
Best regards,
Rapid Formations Team
If I am a sole trader registered for vat and change to a limited company do I still have to be vat registered as a limited company ? thanks for your time,
Kind regards,
Carl
Hi Carl,
If your annual turnover is less than the VAT registration threshold (currently £83,000), VAT registration for your new company is entirely optional. If you’re changing your existing sole trader business to a company and you would like to be VAT registered, you should actually be able to transfer your current VAT registration rather than having to de-register and re-register: https://www.gov.uk/government/publications/vat-request-for-transfer-of-a-registration-number-vat68
I always find it best to speak to HMRC directly in situations like this, so I would advice calling the VAT helpline to discuss your options. You can find the contact details here: https://www.gov.uk/government/organisations/hm-revenue-customs/contact/vat-enquiries
I hope this helps!
Best wishes,
Rachel
Many thanks for your valuable advise you give people.
I am forming a ltd company where am a sole director n shareholder. Please advise in the following;
Does nominal capital of kes 100k mean I have to contribute from my pocket?
Does fees or charges by advocate form part of the nominal capital?
In case I need more capital to run day to day activities and pay salaries, can I borrow from a friend?
Can I dictate the salary I want and when can I start paying myself?
Hi Peter,
You’re most welcome – I’m pleased to hear that you find the advise useful.
1. If you set the nominal capital of your shares at £100,000, you will be personally liable to contribute £100,000 to the company if it is unable to pay its debts. You would not have to contribute that sum of money initially, unless you were using it as start-up capital, though I would strongly advise against setting such a high nominal capital. Perhaps consider issuing 10 or 100 shares with a nominal capital of £1/share – this is a popular choice, but it is entirely up to you and something you may wish to speak to an accountant or professional advisor about before making a decision.
2. Fees and charges paid to solicitors/accountants/advisors are deductible expenses that must be included in your accounts if the payments are made from your company’s bank account. These expenses have nothing to do with nominal share capital.
3. It is solely your decision if you wish to borrow money from friends or family, but you must record this income and report it in your accounts.
4. You can choose how much to pay yourself as a salary and you can do this as soon as the company has available funds. Your director’s salary will be a tax-deductible expense for the company.
I would strongly urge you to seek professional advise from an accountant regarding these matters, especially if you are considering investing a significant sum of money in the business. I’m not an accountant, so I’m afraid I cannot provide any specialist advise.
Best wishes and good luck with your new business!
Rachel Craig
Hi Rachel,
I run a sole trader business and we are going to exceed VAT Registration Threshold so I am going to change to Ltd Co. before we register for VAT.
With this in mind, can you advise whether I will be required to register for VAT as a Ltd Co. immediately or is the turnover as a sole trader disregarded due to the change of legal entity (and then wait until the turnover as Ltd Co. nears VAT Threshold)?
I have also invested around £15,000-£20,000 over the past few years on plant which would be VAT deductible so would not want to lose out on the opportunity to claim this back… in which case should I register for VAT as a sole trader and delay Ltd Co. status for a year or two?
Hi Ron,
Thanks for your message.
This is quite a complex situation so I’m afraid I am unable to give you a concise answer. I would advise contacting HMRC directly to explain what you wish to do and find out what your options are.
Sorry I cannot be of more help.
Best wishes,
Rachel Craig
When changing from a sole-trader to a limited company who do I need to inform.
Hi Richard,
Thanks for your email.
You need to inform Companies House, HMRC, your clients, suppliers and all business-related service providers.
To register your existing business as a limited company, you must complete an application for Companies House. It’s very easy and only takes a few hours. Find out more here: https://www.rapidformations.co.uk/help-centre/steps-to-forming-a-company/
You will also need to tell HMRC that you are stopping self-employment. Click this link for guidance on how to do that: https://www.gov.uk/stop-being-self-employed
When your company is registered and you are ready to start trading through it, you should update your website and business stationery with the required details. You can find out about these legal requirements here: https://www.gov.uk/running-a-limited-company/signs-stationery-and-promotional-material
You may wish to open a business bank account in your company name, so you will have to inform service providers and suppliers about your new bank details. This will also affect the information you include on your client invoices.
I hope this information helps but please get back to me if you want to know anything else or need help setting up your new company.
Best of luck,
Rachel
can you help me set up as a sole trader?
Hi Ranjit,
We do not deal with sole trader businesses because they do not have to be registered at Companies House. However, it’s really easy to set up as a sole trader. You can do it online via HMRC. This link will explain how to do that: https://www.gov.uk/set-up-sole-trader/overview
Please let me know if you need anymore help.
Best wishes,
Rachel