Private Limited Company – An Emerging Form of Business in the UK

United Kingdom is a common choice of jurisdiction for starting a business thanks to favorable tax regime, large tax treaty network, strategic location and other benefits for small businesses. The country provides the flexibility of business structures, so you can fit your business in various forms. In this article, we will walk you through key features and the registration requirements of a UK Private Limited Company (LTD).

1. Most common business structures in the UK

The business structures in the UK are classified according to three primary factors: ownership, tax implication, and liability. Let’s have a quick look at the differences between the 3 most common types of entities.

Sole proprietorship – The simplest option of the three, which offers complete managerial control to its owner. Despite the simple setup, a sole proprietor is normally tied to personal assets, meaning you could lose personal property and savings to pay for any lingering debt.

Partnership – A partnership involves two or more people agreeing to share in the profits or losses of a business. As easy as it is to form, it is equally easy to get into trouble since you are jointly liable for all the debts from your partners.

Partnerships in the UK are subject to “pass-through taxation”. This means that the partnership is not liable to tax. Instead, the legislation taxes the partners directly on their share of income.

Private limited company (LTD) – The LTD is probably the most popular business structure in the UK, accounting for 92.8% of total entities. An LTD exists as a separate entity and offers personal liability protection to its owners. No matter what happens to the company, business owners can rest assured that their assets are fully protected.

If you are wondering about how to start your business in the UK, LTD is one of the best entity structures around in terms of personal assets protection and tax regime.

2. Advantages of a private limited company in the UK

An LTD is a separate legal entity with its own assets and limited liabilities. The advantages of private limited companies in the UK are listed below:

• Personal liability protection

Any outstanding debts and liabilities cannot affect you personally. You can rest assured that no matter what happens to your business, your personal properties are safe.

• Flexible structure

An LTD can have as many as 50 owners. You can arrange ownership – any person, partnership, even corporation can be the owner.

You can decide what percentage of the profits to give to whom, and assign the scope of each manager’s power to deal with business’s day-to-day affairs.

• Professional status

Forming an LTD can add valuable prestige and credibility to your business. This is because they are more well-monitored than other structures, with obligations and reporting requirements in place.

Also, adding Ltd after your name helps reassure your clients that you are legit and official.

• Funding opportunities

Due to the more ‘official’ nature of incorporation, LTDs may find it easier to secure funding from banks and private investors than sole proprietors.

• Tax benefits

Forming LTDs guarantees a favorable tax regime to your company, paying 19% corporation tax on profits.

Plus, LTDs’ dividends are not subject to National Insurance Contribution, meaning the owners can take home more of their income from the business in the form of dividends.

After Brexit – the withdrawal of UK from the European Union (EU), the country’s tax regime has some changes but still maintains the business-friendly tax climate for UK companies. The kingdom has implemented new tax policies and programs. More tax treaties has also been signed with other countries.

Learn more about Brexit – Corporate Tax Implications for EU-UK Trading Relationships.

3. Disadvantages of a private limited company in the UK

We’ve summarized some disadvantages of an UK private limited company for you to consider:

• Personal information disclosure

When forming an LTD, your details will appear on the public record (via the Registrar of Companies), which increases the risk of disclosing private information.

• Strict record-keeping procedures

An LTD needs to follow strict bookkeeping practices, including taking minutes of meetings and recording all decisions taken by directors and shareholders.

• Name restrictions

The name of your LTD is subject to certain restrictions and must be registered and approved by the Companies House.

• Difficult money withdrawal

An LTD is a legal entity in its own right, which means the assets and profits belong to the company, not the owners.

Therefore, the money cannot be easily taken out of the business. Unlike a sole trader, whose personal and company’s assets are one and the same.

4. Requirements for setting up a private limited company in the UK

4.1. Pick an LTD’s name

You cannot form an LTD in the UK with a name that has already been registered. Instead, you should conduct a series of searches, including searches at Companies House and the UK Intellectual Property Office, as well as other sources of information, for relevant names.

In several cases, your LTD’s name may not include certain words without the prior approval of the Registrar of Companies or the provision of third-party consent.

4.2. Complete the registration process

After picking the name, you can incorporate your LTD by filing the following documents with the UK Registrar of Companies.

The registration documents for an LTD in the UK include:

• A signed Memorandum of Association (a statement that a person wishes to form a company and has agreed to become shareholders of the company);

• Signed Articles of Association (the rules under which the company will be run);

• Completed form IN01 (details of the registered office, directors, share capital, shareholders, people with significant control, and a statement of compliance stating that various requirements have been met).

Additionally, an LTD must:

• Have at least one director;

• Have at least one shareholder;

• Appoint an auditor to review and prepare a report for the company’s accounts;

• Keep proper records of its shareholders, members, directors and secretaries, etc.;

• Register an office address in the UK; and

• Submit an annual return and statutory accounts to the Registrar of Companies, as well as have the accounts approved by the directors/shareholders.

When all formalities have been satisfied, the Registrar of Companies will issue a certificate of formation which indicates that the company is officially established and may commence trading immediately.

4.3. Pay the corporation tax

The one main tax on LTDs’ profits is corporation tax, which is currently set at a rate of 19% (in the 2021/22 tax year). Tax rates are fixed in advance each year and must be paid to Her Majesty’s Revenue & Customs (HMRC) within 9 months and 1 day of the LTD year-end.

Within three months of trading or becoming active, an LTD will need to notify HMRC that it falls within the charge to UK corporation tax. Failure to notify can result in a penalty.

The business owners will still need to pay personal tax on any salary or dividends taken from an LTD via Self Assessment. However, with careful planning, the amount of tax can be minimized.

4.4. Set up a business account

Typically, all new companies will need to open a bank account in order to conduct their business in the UK.

Before setting up a bank account, an LTD will go through customer due diligence. This is part of the anti-money laundering regime according to the Money Laundering Regulations 2007 in the UK. Opening a bank account for LTDs should not be underestimated and needs to be done as soon as possible. This is particularly important if your business has a large number of transactions and payments to cover.

UK residents can open a bank account at ease, however, non-residents are quite difficult to obtain a UK bank account due to the complicated procedures.

In case you are not residing in the UK, we recommend you to try Electronic Money Institutions (EMIs) – the alternatives for traditional banks. More entrepreneurs have formed their offshore company in a jurisdiction, the EMIs are becoming a more popular choice of solution to manage their business finances abroad.

These EMIs are not banks but act like banks. They provide banking services. You can manage the business transactions such as payments, cash flows, saving account and checking account depending on your choice of EMI.

One plus point is that you can set up a business account remotely with an EMI, no physical meeting is required. Therefore, you can open a business account and manage your LTD’s financial transactions from any place in the world.

5. Duties and responsibilities of an LTD in the UK

According to the Companies Act 2006, a private limited company has certain duties and legal responsibilities to be complied with. These include:

• Complete and file annual accounts and Confirmation Statements with Companies House annually by the due date

• Submit records for persons of significant control

• File your accounts to HMRC

• File a corporate tax return when there is a notice from HMRC

• Maintain company records and report changes

• Notify shareholders of any personal benefit from a transaction the company makes.

6. Conclusion

An LTD is undoubtedly one of the most ideal business structures in the UK. If its favorable nature has piqued your interest somewhat, and you want to start a private limited company, you can wrap up the whole process by yourself in a matter of weeks.

Even better, if you contact BBCIncorp, we can take care of it for you. We help you form your UK private limited company with only from $US 549. We also support you in opening business account with Wise and Payoneer when you choose any package of our services. As a partner with Wise and Payoneer, we will also direct all of your arising issues to them for quick responses.

If you need further consulting, our friendly consultants are always available to assist you. Simply get in touch with us or drop a message at service@bbcincorp.com.