FOUNDRSKnowledge
Set-up

Sole trader or limited company? Answer five questions, get a straight answer.

Some of this comes down to tax. Some of it doesn't. We'll walk through both and tell you which structure actually fits your business.

Question 1 of 5

Are you planning to raise outside investment in the next one to two years?

Angel investors, VCs, or schemes like SEIS and EIS.

Sole trader vs limited company: key differences

Setting up
Sole trader: Register for Self Assessment with HMRC.
Limited company: Incorporate at Companies House, then register for Corporation Tax.
Personal liability
Sole trader: You are personally responsible for the business’s debts.
Limited company: The company is a separate legal entity, so shareholders’ liability is normally limited to their shares. Personal guarantees can still apply.
Tax on profits
Sole trader: Income Tax and Class 4 National Insurance on all profit, in the year it’s earned.
Limited company: Corporation Tax of 19% to 25% on profit, then personal tax on any salary or dividends you take out.
Keeping profit in the business
Sole trader: Not possible: all profit is taxed as your income.
Limited company: Profit can be left in the company and drawn in a later year.
Admin
Sole trader: A yearly Self Assessment return, plus Making Tax Digital for some.
Limited company: Annual accounts, a confirmation statement and a Corporation Tax return, plus payroll if you take a salary.
Privacy
Sole trader: Your business details aren’t on a public register.
Limited company: Directors and people with significant control are listed publicly at Companies House.
Raising investment
Sole trader: You can’t sell shares.
Limited company: You can issue shares to investors. SEIS and EIS are only available to qualifying companies.

Frequently asked questions