This is one of the most frequently asked questions we get from both new businesses and ones considering their future options.
Sole traders that ask about becoming an Ltd do so because they have heard that they can save tax by running the business through a Limited Company. This could be true however, there are many factors you should consider before you decide. To help you understand these factors we have written this blog.
The difference between being a business and sole trader
When you’re a sole trader, you and your small business are legally the same things. Your business debts are yours! If you run your business as an Ltd, the company becomes a separate legal entity from you. This legal separation can work as both an advantage and disadvantage of incorporation
Advantages of Ltd’s
A sole trader becoming Ltd could save you some tax
There are some tax savings to be made by making the switch from a sole trader to a limited company. Limited companies don’t have to make Income Tax payments on account, for example, but sole traders do. And while sole traders pay Income Tax on profits and classes 2 and 4 National Insurance, limited companies pay Corporation Tax on profits, which is a lower rate than Income Tax, and no National Insurance.
However, it’s important to bear in mind that limited companies are not entitled to a personal allowance, nor are the tax savings so significant since the taxation of dividends was changed in April 2016.
It’s important to discuss any potential tax savings carefully with your accountant and to ask them to calculate what you could save. This will depend on your business’s circumstances, and, in particular, whether you have any other sources of income.
You could claim more tax relief on certain costs
When you run your business through a limited company, some costs are given more tax relief than they are for sole traders. For example, a limited company can pay for food and drink for employees (including you!) whenever they’re out and about on business. Sole traders, on the other hand, can only claim tax relief on these costs in certain circumstances (e.g. when the business trip involves an overnight stay).
Limited companies can attract investment more easily
If you are looking for investment in your business, incorporation could be an advantage for you. As a limited company, you will be able to sell shares in your business to an investor relatively easily. Sole traders, on the other hand, cannot seek investment, unless they go through the complex process of turning their business into a partnership.
You would have limited liability protection
Because a limited company is a separate legal entity from its directors, the company can own equipment, incur debts and pay bills in its own right. That means that if the company issued, your own personal assets, such as your house and car, cannot be seized to pay the debt unless you have given a personal guarantee to a company creditor. If you are a sole trader, on the other hand, your own assets could be seized to pay a business debt, because you and the business are legally the same entity.
Disadvantages of incorporation
Running a limited company means more paperwork
Sole traders only have one document to file with government bodies each year: their tax return. However, a limited company has to file:
- a set of accounts
- a confirmation statement
- a Corporation Tax return
In addition, each director nearly always has to file a personal tax return to HMRC. If you are an employee of your company and take a salary, you will also have to register the company as an employer and set up payroll.
All this means that after incorporation you will either have to spend more time preparing and filing paperwork, or you will need to pay your accountant more to do this for you.
Trading through a limited company involves potential tax costs
As the director of a limited company, you would no longer be able to draw money freely out of your business bank account. The company could pay you a salary, pay dividends on the shares you own, and reimburse you for any expenses you incur on its behalf. However, if you were to take money out of the company for any other reason, you may have to pay extra tax.
Another potential tax implication is that when a limited company makes a loss, it can only use that loss against its own profits. Sole traders, on the other hand, may be able to use any loss their business makes to save tax on their other income. For example, if a sole trader is also employed elsewhere, they may be able to use their business losses to reduce the tax they pay on their employment income.
As the director of a limited company, you will have legal duties to fulfil
Your legal responsibilities as company director would include safeguarding the company’s assets and making the decision to cease trading if you knew the company couldn’t survive. If you fail in your legal responsibilities as a director, the consequences can be serious: you could be fined or even go to prison.
Limited companies have less privacy than sole traders
When you file your company’s accounts and Confirmation Statement, these documents will be in the public domain, available for anyone to see on sites such as duedil and companies house. This means that your figures will be visible to the public, along with your company’s office address (although you could make this your accountant’s office, rather than your own home).
Weighing up the pros and cons
As you can see, when it comes to deciding whether or not to incorporate your company, it’s not a clear-cut choice! The best choice for your business will depend on your own circumstances and should be discussed with your accountant.