What is a limited company?

What is a limited company?

Quick Answer

A limited company is a popular type of legal structure that is incorporated through Companies House and provides limited personal liability to the owner(s) of the business.

A limited company is a type of business structure that has been incorporated at Companies House as a legal ‘person’. It is completely separate from its owners, it can enter into contracts in its own name and is responsible for its own actions, finances and liabilities. The owners of a company are protected by ‘limited liability’, which means they are only responsible for business debts up to the value of their investments or what they guarantee to the company.

A limited company must be registered at Companies House (UK registrar of companies) as ‘limited by shares’ or ‘limited by guarantee’. Limited by shares companies are owned by one or more shareholders and managed by one ore more directors. Limited by guarantee companies are owned by one or more guarantors and managed by one or more directors. The same person can be the owner and director, so you can set up a company by yourself or with other people.

Content summary:
1. What is a company limited by shares?
2. What is a company limited by guarantee?
3. What does ‘limited liability’ mean?
3.1. Liability of shareholders.
3.2. Liability of guarantors.
3.3. Liability of LLP members.
3.4. How does this compare with other types of business structures?
4. Advantage of a limited company structure
5. Tax benefits of a limited company
6. How to register a limited company.

What is a company limited by shares?

A limited by shares company is the most popular company structure. It is designed for people who want to run a profit-making business and keep surplus income for themselves. You can set up a limited by shares company on your own or with other people. Each shareholder enjoys personal financial protection in the form of limited liability.

Overview

  • Separate legal entity that is responsible for its own income, assets, debts and liabilities
  • Most popular type of company for small to medium-sized companies.
  • Owned by shareholders. These individuals buy shares in the company by investing money in the business. Each shareholder’s percentage of ownership depends on the number and value of the shares they own.
  • The financial liability of shareholders is limited to the number and value of their shares. If a company is unable to pay its bills, shareholders are only required to contribute the nominal value of their shares.
  • Profits are distributed to shareholders in relation to how much of the company they own. These profits are issued as dividend payments. It is also common to reinvest a percentage of profits in the business.
  • Shareholders appoint directors to manage day-to-day business activities on their behalf. It is common for shareholders to appoint themselves as directors.

Why would I form a company limited by shares?

  1. If you want to start a business for the purpose of making money for yourself (and partners, if applicable), you should set up a company limited by shares.
  2. This type of company structure will enable you to sell a percentage of the business to other people.
  3. As a shareholder, you are not personally liable for your company’s debts. You will only be responsible for the what you agree to pay for your shares.
  4. A limited company structure creates a professional image and improves credibility. A lot of people and other businesses prefer to deal with limited companies rather than sole traders.

What is a company limited by guarantee?

This type of company is most commonly used by people who want to set up a non-profit organisation or charity. The owners of this type of company usually reinvest surplus income in the business, rather than taking it for themselves.

Overview

  • Separate legal entity that is responsible for its own income, assets, debts and liabilities.
  • There are no shareholders because this type of company does not issues shares. Limited by guarantee companies are owned by individuals called ‘guarantors’.
  • A guarantor’s personal liability is limited to a fixed amount of money called a ‘guarantee’. The guaranteed sum must be paid to the company if it can’t afford to pay its bills.
  • Guarantors appoint directors to manage the day-to-day affairs of the company. It is commonplace for guarantors to appoint themselves as directors.

Why would I form a company limited by guarantee?

  1. You plan to set up a not-for-profit company, e.g. sports club, association, co-operative, social enterprise.
  2. Profits will be kept in the business for the purpose of achieving and/or promoting its non-profit aims. The profits will not be distributed amongst the guarantors.
  3. Personal finances of guarantors are protected by limited liability. They are only responsible for business debts up to the amount they guarantee.
  4. Incorporated status will improve your organisation’s professional image and credibility. Others are more likely to invest in, or work with, a nonprofit that is set up as a limited company.

What does ‘limited liability’ mean?

Limited liability is the extent of financial responsibility a shareholder or guarantor has for company debts. This means that the finances and assets of the individual are protected beyond what they invest in shares or guarantee to the company.

If a limited company is sued or unable to pay its bills, the owners are only at risk of losing the nominal value of their shares, the amount stated in their guarantees or the money they have already invested in the business. Limited liability is one of the foremost reasons for running a business as a limited company or LLP.

Liability of shareholders

Companies limited by shares must issue at least one share. There is no upper limit to the number of shares a company can issue. These shares are owned by shareholders. The amount paid or due to be paid for each share is the limit of each shareholder’s liability.

Example: A company issues 100 shares with a nominal value of £1 each. The company has 10 shareholders, each of whom takes 10 issued shares. The most amount of money that each shareholder will have to contribute toward company debts is £10. The combines liability of all shareholders is £100.

Liability of guarantors

Companies limited by guarantee do not have shares or shareholders. Each guarantor must agree to pay a fixed sum of money toward company debts, if and when required. This is called a ‘guarantee’. In most companies, the nominal sum of each guarantee is £1. This is the limit of each guarantor’s liability.

Liability of LLP members

LLP’s do not have shares or shareholders, so the members (partners) are only liable for what they have invested in the partnership. They may also provide financial guarantees which would be payable if the business was unable to meet its financial obligations.

How does this compare with other types of business structures?

Unincorporated businesses like sole traders and traditional partnerships place unlimited liability on their owners because there is no legal distinction between the business and the individual. All business finances and debts are the responsibility of the owners. If a sole trader is sued or their business becomes insolvent, their personal finances and assets are at risk.

Advantages of a limited company structure

The most significant advantage for most people is limited liability. However, there are many additional benefits, including:

  • Tax efficiency.
  • Credibility and professional company image.
  • Opportunities for raising capital.
  • Can be set up by one person or multiple people.
  • Perpetual succession.
  • Protected company name.

Or course, there are also a few disadvantages to be aware of:

More often than not, the benefits far outweigh any of these perceived disadvantages.

Tax benefits of a limited company

A limited company is a very tax efficient businesses structure when your annual taxable income reaches around £20,000. This is because limited companies pay a flat rate of 20% corporation tax on their profits. Directors can then minimise their personal tax and National Insurance Contributions (NIC) by paying themselves a mixture of a salary and dividends. Directors can also defer tax by leaving surplus income in the business bank account and withdrawing it in a later tax year.

Sole traders do not have the same tax benefits. They pay 20-45% Income Tax on all taxable earnings, as well as Class 2 and Class 4 National Insurance. There is no option for sole traders to minimise their tax or National Insurance liabilities, nor can they defer tax by leaving profits in the business to withdraw at a later date. Tax efficiency is one of the main reasons why so many people set up limited companies or convert from sole trader to limited company.

Corporation Tax vs. Income Tax

If you run your business as a limited company, you will pay 20% corporation tax on all taxable income. If you run your business as a sole trader, you will pay 20% income tax on profits up to £43,000, 40% on profits between £43,001-£150,000, and 45% on profits above £150,000.

The benefit of a limited company is that you can minimise your Income Tax and National Insurance liabilities by taking part of your remuneration as a salary and the rest as dividends. To achieve the most tax efficient pay structure, you could pay yourself through a company in the following way:

  • Take a director’s salary up to the Class 1 National Insurance Primary Threshold, which is currently £8,060 for the 2016-17 tax year. No income tax is applied to earnings up to this limit. You will only pay Class 1 NI on earnings above £8,060.
  • Top up your salary by taking dividends. Dividends can only be issued when you have available profits, so you can issued them frequently or in a lump sum at the end of the tax year. The first £5,000 of dividend income in a year is tax free. You will pay dividend tax above that amount, but you will not have to pay any income tax or NIC on your dividends because the company has already paid 20% corporation tax on this money.

You will pay Employer’s Class 1 National Insurance through PAYE on your director’s salary. However salaries and Employer’s NI are tax-deductible expenses, so you will not have to pay corporation tax on this money. With careful planning, you could significantly reduce your income tax and National Insurance liabilities by paying yourself in this way. This is not possible as a sole trader.

Leaving surplus cash in your company

A limited company can leave some of its surplus income in its profit and loss reserves to use or withdraw at a later date. This can be beneficial if removing all of your trading profits in one financial year would cause you to become a higher or additional rate tax payer. If you do not require all of the funds, you can defer your personal tax by withdrawing some of your profits in a future year when it is more tax-efficient to do so.

It is not possible to do this as a sole trader because there is no distinction between business income and personal income. This means that Income Tax and National Insurance has to be paid on all profit in the tax year it is generated, regardless of whether the profit is left in the business or taken as personal income.

How to register a limited company

Rapid Formations offers a range of online company formation packages for companies limited by shares. We also have a tailor-made package for companies limited by guarantee. The application process is simple affordable with prices starting at £9.99 plus VAT. Follow these 5 simple steps to register a new company today:

  1. Choose a company name.
  2. Purchase one of our company formation packages.
  3. Select any required company address services.
  4. Complete the online application form.
  5. Submit your application to Companies House.

Within 3 working hours, your new company should be registered at Companies House. You will receive your incorporation documents immediately and you can start trading whenever you like. For detailed guidance on setting up a company limited by shares or guarantee, please click here.

By Rachel Craig at Rapid Formations – Follow Rachel on Google +

10 Comments

  1. Hi. Basically I am a lorry driver, trading as a limited company. I offer my driving services to one agency where I have worked for several years. From january this year until now my earnings have amounted to 39700. On all this I was required to pay vat (5000 to date) corporation tax (3500) and now I have learnt from my accountancy firm that I still have to pay a self-assesment tax (which will most likely also be in several thousands). I am basically asking if I dont pay too much (its basically the same as I was paying when I wasnt trading as ltd company but a paye emplyee) and if all this tax applies to me and my circumstances. Ghanks for your reply.

    • Dear Sir
      Thank you for your message. The question you have is a question for an accountant. We are not accountants so are not able to advise you in this case.
      Best regards,
      Rapid Formations Team

  2. Hi,

    Is it possible to change from a non profit organisation to a Limited company?

    • Hi Tom,

      Yes, this is often possible. What is the current structure of the non-profit organisation you wish to convert?

      Rachel

  3. Is the Partership Act of 1907 appropriate to private company limited by shares? Is there any legal difference between limited partnership and private company limited by shares?

    • Hi Jan,
      The 1907 Partnership Act is only applicable to limited partnerships, not private limited companies or limited liability partnerships (LLPs). Limited companies are incorporated under the Companies Act 2006; LLPs are incorporated under the LLP Act 2000. Whilst these business structures are all completely different, they all have to be registered at Companies House.
      Take a look at these guides to read more about them:
      Limited partnership – https://www.gov.uk/set-up-and-run-limited-partnership/overview
      Limited companies vs LLPs – https://www.rapidformations.co.uk/blog/limited-company-or-llp/
      If you need more help or advice, please do get back in touch with me.
      All the best.
      Rachel

  4. if i register at companies house say as topshop group, under that umbrella i may have lots of small businesses, can i then trade as eg ‘topshop 1’ ?

    regards

    • Dear Katie

      Thank you for your message.

      You can have as many different types of trade running within one company and you can trade these arms of your business under different trading names although you are required on your literature and websites etc to show the name of the Limited Company and the Registered Office behind the trading name.

      Kind Regards

  5. Hi,

    Can i change a private company to a company limited by guarantee ie non-profit company

    thanks for your help

    • Dear Abdul

      Thank you for your message.

      You are not able to change the type of company you have created. You would need to set up a new Limited by Guarantee company for non-profit objectives.

      Kind Regards

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