When starting a business in the United Kingdom, one of the most important decisions you’ll make is choosing the right legal structure. Your chosen form of business will impact everything from your tax responsibilities and legal liability to how you raise capital and handle daily operations.
In this guide, we’ll break down the primary types of business entities in the UK, including sole traders, partnerships, and limited companies, along with their advantages, disadvantages, and key legal and tax obligations. Whether you’re launching a startup or registering a UK business from abroad, understanding these structures is crucial for long-term success.
SOLE TRADER (SELF-EMPLOYED)
The sole trader structure is the simplest and most common way to run a business in the UK. It’s quick to set up, low-cost, and offers complete control to the owner. As a sole trader, you keep all the profits after tax and enjoy minimal administrative overhead.
However, there is a trade-off: you are personally liable for any business debts. This means your personal assets are at risk if the business fails: a serious consideration for ventures involving large investments or financial risk.
Key Features:
Easy to set up with HMRC (no need to register with Companies House)
You must be a UK resident with a National Insurance Number
You retain full control and profits of the business
Simple accounting and reporting requirements
Tax Responsibilities (2025):
File a Self-Assessment tax return every year
Pay Income Tax on business profits
Pay Class 2 and Class 4 National Insurance Contributions
Register for VAT if your annual taxable turnover exceeds £85,000
Tip: Even if your turnover is below the VAT threshold, voluntary registration may be beneficial if you incur significant VATable expenses.
LIMITED PARTNERSHIP (LP)
A Limited Partnership (LP) involves two or more individuals (or entities) who share the risks and responsibilities of running a business. This structure includes:
General partners, who manage the business and have unlimited liability
Limited partners, who invest in the business but have limited liability and no management control
An LP offers simplicity and flexibility, but there is no corporate shield for general partners. Each general partner is fully liable for the debts of the business, which makes careful planning essential.
Key Features:
Must be registered with Companies House
General partners have unlimited liability
Limited partners have liability only up to their investment
All partners must register as self-employed
Tax Responsibilities:
Each partner files a personal Self-Assessment tax return
The partnership submits a Partnership Tax Return
Partners pay Income Tax on their share of profits
Register for VAT if turnover exceeds £85,000
There are no restrictions on the residence or nationality of LP members.
LIMITED LIABILITY PARTNERSHIP (LLP)
A Limited Liability Partnership (LLP) is a hybrid between a traditional partnership and a limited company. It provides the flexibility of a partnership with the added benefit of limited liability, protecting each partner’s personal assets.
At least two members are required, and at least two must be “designated members” with extra responsibilities, such as filing accounts.
Key Features:
Must register with Companies House
Offers limited liability to all members
Requires annual accounts and filings
Can have corporate or individual partners
Tax Responsibilities:
File an LLP Partnership Tax Return annually
Each partner submits their own Self-Assessment tax return
Pay Income Tax and National Insurance on profit shares
Register for VAT if turnover exceeds £85,000
LLPs are popular among professional services firms such as solicitors, accountants, and consultants due to their flexible internal structure and tax transparency.
LIMITED LIABILITY COMPANY (LTD)
A Limited Liability Company (LTD) is a separate legal entity from its owners (shareholders) and managers (directors). This structure offers the strongest legal protection, as personal assets are typically not at risk unless personal guarantees are given.
LTDs can be private or public, and they are suitable for businesses looking to raise capital, grow quickly, or build credibility with clients and investors.
Key Features:
Must register with Companies House
Requires at least one director (aged 16+)
Shareholders can be individuals or companies
No restrictions on director nationality or residency
Tax Responsibilities:
File annual accounts with Companies House
Submit a Confirmation Statement (formerly Annual Return)
Submit a Company Tax Return (CT600) to HMRC
Pay Corporation Tax (19%–25% depending on profits)
Register for VAT if taxable turnover exceeds £85,000
If you’re a director, you must also:
Submit a Self-Assessment tax return (even if you live abroad)
Pay tax and National Insurance via PAYE if receiving a salary
Types of Limited Liability Companies in the UK
Private Limited Company (Ltd):
Can have one or more shareholders
Cannot offer shares to the public
Often used by small to medium-sized businesses
Public Limited Company (PLC):
Must have at least two shareholders
Must issue shares worth at least £50,000, with £12,500 paid up
Suitable for larger companies planning to list shares on the stock market
Private Unlimited Company:
No limit on members’ liability
Less disclosure (accounts do not appear on the public record)
Rare and typically used for specific legal or financial reasons
Legal advice is strongly recommended before setting up an unlimited company.
Business Registration and Regulatory Requirements
Sole traders and partners must register with HMRC as self-employed once they start trading
Limited companies and LLPs must register with Companies House
All businesses must comply with UK tax laws, including Self Assessment, VAT, and PAYE (if applicable)
Annual filings such as accounts, confirmation statements, and tax returns are mandatory for corporate entities
Online registration for limited companies typically takes 1–2 business days.
Final Thoughts: Choosing the Right Business Structure in the UK
Choosing the right business structure is a critical step in launching a successful UK business. Whether you’re looking for a simple setup as a sole trader, the shared flexibility of a partnership, or the security and scalability of a limited company, each model has its own tax implications, risk levels, and administrative requirements.
If you’re unsure which structure suits your goals or need help with company formation, tax registrations, or compliance, our team at 1Office is here to help.
Need expert help starting your UK company? Contact us and get started with business registration, VAT, and legal compliance today.
