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UK limited company (Limited by shares)

When you set out to register a company, you’ll find that the most common form of company is a private limited company by shares. This is when the company is owned by the shareholders, so there must be at least one shareholder to take at least one share upon incorporation. The shareholders appoint directors to run the company. It is not uncommon in a small company for there to be one shareholder who is also the sole director. They may also be the sole shareholder, owning 100% of the business.

There are three advantages of being incorporated as a limited company:

1) Tax

Generally speaking, a business owner may be better off financially to incorporate as a limited company than as a sole trader. Dividend taxes can be lower than self-employed taxes and national insurance.

2) Liability

Unlike a sole trader, a Limited Company director or shareholder is not liable for the debts of a company unless they have wrongfully traded or have a personally guaranteed debt. The liability in general (for example, work completed) is also limited to the company and not the individual director or shareholder(s).

3) Professionalism

A limited company has a company number and is listed on the register of companies, which can be viewed by the public. This gives your business clout and can help you be perceived by other businesses — such as those you may work with — as more professional. This can also help you secure bigger business contracts; larger businesses are more likely to work with a limited company than a sole trader.

What are the annual requirements of a limited company?

A trading company must file the following every year

  1. A confirmation statement (to confirm information held about the company and update the persons of significant control register)
  2. Accounts and tax returns to HMRC and Companies House

A non-trading (dormant) company may only file dormant accounts with Companies House and is not required to file a tax return with HMRC .

What must be on an application to register a limited company by shares?

A limited company must have at least one director and one shareholder (this can be the same person), and a registered office address in the United Kingdom (this cannot be a PO box). A company must also confirm its trade by way of a “SIC code” and list those who are persons of significant control (e.g. owning 25% of the shares directly or indirectly).

How do I set up a limited by shares company?

To set up a limited by shares company, you must register your business with Companies House. You can use our online service to do this, where we will register your business on your behalf and take care of all the paperwork.

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