Q&A with ABF on setting up a business


UK Business Angels Association

22 September 2017

In this feature, Alternative Business Funding unpicks the pros and cons of setting up as a Sole Trader or Limited Company to help prospective entrepreneurs decide which choice is right for them.

I’m starting up a business: do I need to set up a limited company?

Well, assuming that you are setting up by yourself, then your two main options are to set up as a Limited Company or as a Sole Trader.

Which is easiest?

Sole Trader is initially the most straightforward. You don’t need to register at Companies House, for example, although if you haven’t got another job, you should register with HMRC for tax purposes. The HMRC website also gives some other helpful advice. As a Sole Trader you only pay Income Tax on your profits, so it probably won’t be essential to pay an accountant but make sure that you are recording all of your expenses properly from a tax perspective. The tax treatment is reflective of the fact that as a Sole Trader you really are the business. However, tax aside, this means that you are personally liable for any trade credit or debts incurred and any contracts that are entered into as part of the business are actually with yourself as an individual. At the end of the day, this can put your own personal assets at increased risk.

So is easiest not the best… should I be a Limited Company instead?

A Limited Company is a separate legal entity with “limited liability”. When you enter a contract or liability for a company, that responsibility lies wholly with the company, meaning that there is no automatic recourse to you. This separate entity extends also to the tax affairs of the company, although this does become a little more complicated and you will probably want to employ an accountant.

Does my accountant prepare my Company Tax Return?

Your accountant will prepare Company Accounts for you and these will be the basis on which the company tax is assessed. While your own personal tax will be entirely separate, if you are the sole owner of the company, then it makes sense to ensure that your accountant is acting for the company and you in tax affairs and takes a holistic and proactive approach.

Well, that’s tax and liabilities covered; what else?

If your intention is to grow the business to a reasonable size over time, then setting up as a company to start with can save having to incorporate and switch things around later, as well as beginning to establish a trading history right from the start.

A company structure allows you to offer shares to employees e.g. to tie in or incentivise individuals. This separation also keeps your own finances apart, whereas the personal and business finances of a Sole Trader can easily get muddied.

When it comes to a business sale, as a sole trader you are more likely to be seen as the business itself, potentially making a sale more complicated. That said, a Limited Company has more information in the public domain, as Abbreviated Accounts have to be registered at Companies House and become a matter of public record. Whilst the information shown at Companies House is essentially limited to the balance sheet, even this enables readers to draw some conclusions, whether they are right or not!

To summarise…

A Limited Company offers you better personal protection, likely better tax efficiency and is probably a better long-term option, against the downsides of not being quite so easy to set up, probable accountant involvement with inherent increased cost and more information about the business being publicly available. Finally, don’t forget to have a look at the HMRC website as mentioned earlier.

Stay informed

  • This field is for validation purposes and should be left unchanged.