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Legal Structure
Starting a
new business is a huge leap. Check out some of our free articles about
starting a business. One key to success in business is to learn as much as
you can and never stop reading! It is essential that from the start you
choose the right legal structure.
Choose the right legal structure for your Business in
the USA
Choose the right legal structure for your Business in
UK
To put your business on a proper footing with the
Inland Revenue and other authorities, you need to make sure that it has
the right legal structure. It's worth thinking carefully about which
structure best suits the way that you do business, as this will affect:
- the tax and
National Insurance that you pay
- the records and
accounts that you have to keep
- your financial
liability if the business runs into trouble
- the ways your
business can raise money
- the way
management decisions about the business are made
There are
several structures to choose from, depending on your situation. This guide
will help you understand the differences between them.
Sole trader
Being a sole
trader is the simplest way to run a one-person business, and does not
involve paying any registration fees. Keeping records and accounts is
straightforward, and you get to keep all the profits. But you are
personally liable for any debts that your business runs up, which can make
this a risky option for businesses that need a lot of investment.
Set-up
Tax and
National Insurance
- As you are
self-employed, your profits are taxed as income. You need to pay
fixed-rate Class 2 National Insurance contributions (NICs) and Class 4
NICs on your profits
Partnership
In a
partnership, two or more people share the risks, costs, and
responsibilities of being in business. Each partner is self-employed and
takes a share of the profits. Usually, each partner shares in the
decision-making and is personally responsible for any debts that the
business runs up.
Set-up
- Each partner
needs to
register with the Inland Revenue as self-employed.
- It's a good idea
to draw up a written agreement between the partners. For further advice,
consult an accountant or solicitor.
- The partnership
itself and each individual partner must make annual self-assessment
returns to the Inland Revenue.
- Must keep records showing business
income and expenses.
Tax and National Insurance
- As partners are self-employed, they
are taxed on their share of the profits. Each partner needs to pay
fixed-rate Class 2 National Insurance contributions (NICs) and Class 4
NICs on their share of the profits.
Limited liability Company
Limited
companies exist in their own right, distinct from the shareholders who own
them. This means their finances are clearly separated from the personal
finances of their owners.
Set-up
- Must be registered (incorporated) at
Companies House.
- Must have at least one director (two
if it's a PLC) and a company secretary, who may also be shareholders.
Records and
accounts
- File accounts with Companies House.
Tax and National Insurance
- Companies pay corporation tax and
must make an annual return to the Inland Revenue.
- Company directors are employees of
the company and must pay Class 1 National Insurance contributions (NICs)
as well as income tax on their salaries.
- If your company or organisation has
any taxable income or profits, you must tell the Inland Revenue that
your company exists and that it is liable to tax.
Overview of legal structures
Sole trader
Advantages,
independence
,
relatively easy to set up and run, profits go to you .
Disadvantages,
lack of support
,
unlimited liability
,
you are personally
responsible for any debts run up by your business.
Partnership
Advantages,
relatively easy to set up and run,
partners can bring a variety of
skills and experience.
Disadvantages,
problems can occur when there are
disagreements between partners,
unlimited liability,
as a partner, you are personally responsible for any debts that
the business runs up.
Limited liability company
Advantages,
provides
reduced exposure to meeting the company's debts. This means that your
personal risk will be restricted to how much you invest in the business
and any guarantees you have given in order to obtain financing.
Disadvantages,
brings a range
of extra legal duties, including the maintenance of the company's public
records eg filing of accounts.
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