Limited Company or LLP? Factsheet February 2016

Limited companies and LLPs share many similarities, most notably the reduced financial responsibility of the owners, but they do have significant differences as well, namely:

  • Capital investment opportunities.
  • Flexibility of internal structure and members’ rights
  • The allocation and taxation of business profits.

Choosing the most appropriate legal structure will depend entirely upon the kind of business you currently have, or plan to have in the future.

Some general notes to consider are as follows:

  • A limited company is generally the most popular choice for profit making businesses.
  • A company limited by guarantee is generally the best option for non profit organisations.
  • A limited company structure is generally  a more tax efficient structure for most types of businesses where profits are to be retained within the business
  • The LLP format was introduced in 2001 by the LLP Act 2000 to meet the needs of certain professions that usually form traditional partnerships, such as solicitors, doctors, accountants, architects, etc.
  • LLPs provide the same benefits as traditional partnerships with the added benefit of reduced financial responsibility for their members.

The main differences between a limited company and an LLP

  •  A limited company can be registered, owned, and managed by just one individual a sole person can act as both the director and shareholder (or guarantor).
  • A minimum of two members are required to set up an LLP; however, one way around this is to set up a dormant limited company as the second LLP member.
  • The liability of company shareholders or guarantors is limited to the amount paid or unpaid on their shares, or the amount of their guarantees. The liability of LLP members is limited to the amount each member guarantees to pay if the business runs into financial difficulty or is wound up.
  • A limited company can receive loans and capital investment from outside investors. An LLP can only receive loan capital. It cannot offer equity shares in the business to non LLP members
  • Limited companies pay Corporation T ax and Capital Gains Tax on all taxable income. LLP members pay Income Tax, National Insurance and Capital Gains Tax on all taxable income. The LLP itself has no tax  liability.
  • It is easier to change the internal management structure and distribution of profits in an LLP than within a  limited company
  • A limited company can be operated as a non-profit business. An LLP must be set up with the intention of making a profit

Different tax liabilities of LLPs and limited companies

Limited company tax liability

  • All taxable income generated by a limited company is subject to corporati on tax (as at 1 st April 2015 this is 20% ).
  • Any salary a director receives from the limited comp any will be liable to Income Tax, National Insurance  and employers’ NI.
  • By paying a director a salary of no more than his/her tax - free Personal Allo wance, and distributing  additional profits by way of shareholder dividends, a director can legally minimise his/her personal tax  liability. Bear in mind however that from 6 th April 2016 all dividends paid in excess of £5,000 per annum, per shareholder, will be subject to a personal tax charge of a minimum of 7.5%.

LLP tax liability

  • LLP members are treated as self-employed individuals. They have to register for Self-Assessment and pay Income Tax and National Insurance on their individual profits, regardless of whether they take all of the profits as a salary or leave some of it in the business. However, they are not liable for Employers’ National Insurance on their income.
  • Depending on the amount of profit generated, the tax liability of LLP members can be rather high. If an LLP  member’s income exceeds the Personal tax - free Allowance threshold (£10,600 for 2015 - 16 tax year), he or  she will be subject to th e following Income Tax rates:
    • 20% on income between £0 – £31,785 (you will start paying this rate on income above the  £10,600 Personal Allowance threshold).
    • 40% on income between £31,786 – £150,000 (you will start paying this rate on income over  £42,385).
    • 45% on income over £150,000.

Tax efficiency – leaving money in the business

In instances where you will make more annual profits than you need to take out of your business, a limited company will generally be more tax efficient.

There is no need to withdraw all surplus income immediately; instead, limited company owners can leave some of the profits in the business and defer tax by withdrawing this surplus income at a later date (usually via dividends).

This is not possible with an LLP – regardless of whether the members take all of their annual profit entitlement, or leave some in the business, all profit is subject to Income Tax in the financial year it is generated.

Internal structure and allocation of profits

An LLP can offer greater flexibility than a limited company in terms of altering the rights, duties and profit entitlement of individual members.

Such arrangement s can be agreed verbally amongst LLP members, and they can be quickly and easily changed at any time. However, it is commonplace to draw up an LLP Agreement. This document will outline the internal management structure of the business and the various arran gements in place, thus avoiding internal conflict and disputes.

The voting rights and profit entitlement of shareholders are governed by the prescribed particulars attached to their shares. In most instances, companies will issue just one type of share, thus providing equal rights and profit entitlement to all sharehol ders. It is more difficult to change the rights and profit entitlement of shareholders because they are stipulated in these prescribed particulars. Most companies will draw up a shareholders’ agreement to outline their rights, responsibilities and duties, and the way in which the company should operate.