Joseph Lawrence

You may have heard about the advantages in being a Limited Company and are wondering if this would be the best way forward for your business.

It is a big step to make and you need to be sure that it is the right thing to do - we can advise you about the advantages.

Our Assessment


We can assess your individual needs and help you to decide whether you want to be self-employed or set up a limited company. If you decide to set up a limited company with us we will lead you through the process as painlessly as possible. We will ensure that the company is structured in the most tax efficient and commercially beneficial way.

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The pros and cons of incorporation

For many years small businesses have faced the question of whether there would be a tax advantage in converting from an unincorporated sole trader or partnership to a limited company, with shareholders and directors. Over the years the “break even” point has fluctuated as rates of Income Tax, National Insurance and Corporation Tax have changed. Up until the early 1990's an annual profit of £50,000 or more was needed to make incorporation worthwhile.

However, in recent years there have been a number of further changes in the tax system which have lowered the threshold for incorporation to the point where, on paper at least, almost every business could save tax by operating as a limited company.

Advantages of incorporation

The main commercial advantage of running a business through a company is the limited liability status, which provides protection for the owners’ personal assets against commercial risk. Of course, this advantage may be diminished where bank finance or other sources of credit can be obtained only on giving personal guarantees. Nevertheless, for many businesses, limited liability is probably the single most important factor in deciding whether or not to operate as a company.

In some business sectors, the word “Limited” after a business name may provide enhanced status in the eyes of bankers, suppliers and potential customers and can help with winning new contracts.

On the tax side, the main benefit from operating as a company is the ability to avoid National Insurance on profits by paying dividends. Furthermore, the controlling director/shareholder can determine how much salary to pay and can therefore control how much Class 1 National Insurance Contributions are payable.

For larger, more profitable businesses with annual profits of, say, £40,000 and above, significant further tax savings can be made where the proprietor chooses to retain profits within the business for future expansion, and limits the amount of salary or dividends taken. The small company corporation tax rate of 20% (for profits up to £300,000) compares very favourably with the 40% income tax rate and NIC payable on unincorporated profits above the basic rate band.

Disadvantages of incorporation

Having promoted the benefits of incorporating a business, it is essential not to overlook potential tax disadvantages. The importance of these will vary from one business to the next but may include:
•    A less favourable treatment of any trading losses which may arise,
•    Significant tax charges on company cars, depending on the type and price of car and the extent of business and private mileage,
•    Reduced Inheritance Tax relief for assets owned personally but used by the company, e.g. office or factory premises,
•    Potential double tax charge on the sale of the business, if the purchaser does not wish to buy the shares,
•    The possibility of future changes in tax law which may reduce or eliminate the savings altogether.

There may also be commercial reasons why running the business through a company is not a good idea. Not the least of these is the requirement to file accounts at Companies House, so that the financial results of the business are on public record. Furthermore, the accounts need to meet with rigorous disclosure requirements of the Companies Acts and if the turnover exceeds £6.5m the accounts will require an audit. This could affect small businesses with large turnovers but low margins, e.g. second-hand car dealers. In general terms, companies are faced with some additional administrative burdens which may result in increased professional fees and there will also be some initial upheaval during the transition from sole trade/partnership to the limited company, as bankers, customers, suppliers, insurers, etc need to be informed. In regulated industries there may be additional hurdles to overcome e.g. applying for new licences.

In most cases, the additional time and cost of running a company should be easily outweighed by the tax savings, but if the likelihood of tax savings is uncertain, e.g. because of fluctuating profits, incorporation may not be worthwhile.

Other factors

If a business has recently, or is about to undertake significant investment in plant and machinery or motor vehicles, care is needed to ensure valuable capital allowances are not lost or deferred.

Knowledge based businesses need to be aware of the IR35 legislation applied to “personal service companies” and which may render the tax advantages of paying a nominal salary and substantial dividends unobtainable. There is also legislation to prevent the avoidance of tax by diverting income and profits to spouses or other members of the family and, in the light of the thousands of businesses transferring to limited companies, HM Revenue & Customs have recently announced their intention to apply this legislation more firmly in future. This will be of concern mainly to those businesses where there is a low capital base and/or the spouse has little or no active involvement in the business.

Finally, particular care is needed where there is the prospect that the business could be sold within the next two or three years.

Conclusion

A multitude of factors need to be taken into account in deciding whether or not to incorporate a business. Professional advice should be taken in all cases before a decision is made. Whilst it is relatively easy to get a business into a company, it is important to plan an exit strategy, in case one is needed!

Our Ongoing Services

Once the company is set up then we can take care of any ongoing services, including:

* Company Secretarial
* Corporation Tax Compliance
* Preparation of Financial Statements

As a self-employed person you are personally liable for your business debts. You are also subject to self-assessment tax together with payments on account.

A limited company however, is a separate legal entity, whereby you can limit your liability for business debts. You pay your Corporation Tax annually which can help with your cash flow. Depending on your annual profits you can still achieve significant tax savings.


DISCLAIMER - PLEASE NOTE: This information is intended to inform you of the points to consider when incorporating and is neither intended to be an exhaustive list or advice. Taxpayer's circumstances do vary and if you feel that points may apply to you it is important that you contact us before proceeding to incorporation. If you do or do not take action as a result of reading this article, before receiving our written endorsement, we will accept no responsibility for any financial loss incurred.

Copyright © 2009 Joseph Lawrence is a trading name of Joseph Lawrence & Co (Accountants) Limited
Registered with The Chartered Institute of Taxation as a firm of Chartered Tax Advisers
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