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Incorporation and Structure

Sole trader, partnership, LLP or limited company is a trade-off between tax, liability and administration, not a ladder you climb.

Incorporation and Structure

The essentials

Each structure buys something different

A sole trader has the least administration and unlimited personal liability. A general partnership is tax transparent, so each partner is taxed on their own profit share, and liability is joint and several. An LLP keeps the transparency and limits the liability. A company is a separate legal person with its own tax and its own filing burden.

There is no universally correct answer. Profit level, liability exposure, how much profit stays in the business and what you intend to do with it eventually all pull in different directions.

Incorporation is a calculation

Incorporation relief under section 162 can defer the capital gains tax on the transfer of a trade into a company, but it is a gated relief rather than an automatic one: the whole business has to be transferred as a going concern, with all its assets other than cash, wholly or partly in exchange for shares, and cash consideration restricts the relief pro rata. Deferral is also not cancellation, because the gain rolls into the base cost of the shares and resurfaces when you sell them.

At typical owner-managed profit levels the annual saving is more modest than the figures usually quoted, and the rise in dividend rates has narrowed it further.

The parts people forget

VAT registration does not travel automatically, PAYE has to be set up afresh, and capital allowances need an election if the assets are not to be treated as sold at market value. Existing contracts, bank mandates and insurance all name the old entity, and every one of them is easier to move before the incorporation than six months after it.

What to settle before the shares are issued

The share classes and who holds them, because a structure set up for this year's tax position is also the structure a future sale has to qualify under. Then the transfer itself: what is going across, on what date, and at what value, since the relief conditions turn on exactly that.

The library

Every Incorporation and Structure article

26 guides, written or reviewed by a specialist accountant and kept current.

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