Manufacturing & EngineeringConstruction & PropertyRetail & Consumer GoodsTechnology & Digital UK-wide Limited CompanySole Trader

When starting a business, you need to decide on its legal structure. The two most common options are becoming a sole trader or forming a limited company. Each has different implications for tax, liability, and administration.

Quick comparison

The right structure depends on your expected profits, risk tolerance, and how much admin you're willing to handle.

Formation costs

Tax comparison at different profit levels (2025/26)

National Insurance comparison (2025/26)

Sole trader NI

Limited company NI

Director-shareholders taking an optimal salary at the Personal Allowance (£12,570) pay no employee NI. The key tax advantage of a limited company is that dividends attract no National Insurance.

Decision matrix: which structure is right for you?

Choose sole trader if:

  • Profits under £30,000 (tax savings don't justify admin burden)
  • You want minimal paperwork and compliance
  • You're testing a business idea before committing
  • Low-risk business with minimal liability exposure
  • You don't need external funding (EIS/SEIS not available)

Choose limited company if:

  • Profits above £50,000 (clear tax advantage)
  • You want liability protection for personal assets
  • You're seeking investment (EIS/SEIS eligible)
  • You want to build business credibility with larger clients
  • You plan to employ staff (access Employment Allowance)
  • You want tax-efficient benefits (company phone, training, low-emission car)

Non-tax factors to consider

Liability protection
Sole trader: Unlimited personal liability | Ltd: Limited to company assets (directors can still be liable for misconduct)
Credibility
Sole trader: Good for trades/services | Ltd: Better for B2B, professional services, contracts
Access to funding
Sole trader: Limited (no EIS/SEIS) | Ltd: Eligible for EIS/SEIS tax-advantaged investment
Pension contributions
Sole trader: Personal contributions up to £60k | Ltd: Company contributions unlimited (if 'wholly and exclusively' for business)
Accounting costs
Sole trader: £100-300/year | Ltd: £500-1,500/year + filing fees

When to switch from sole trader to limited company

The optimal crossover point is typically around £50,000 annual profit. At this level, tax savings outweigh the additional accounting costs and compliance burden.

Before you switch, consider:

  • VAT registration timing: Changing structure resets your 12-month rolling calculation (£90,000 threshold)
  • Asset transfer: Moving goodwill, stock, or premises to your company may trigger tax
  • Existing contracts: May need to novate (transfer) contracts to the new company
  • Professional advice: Get accountant advice on optimal timing and structure
  1. Calculate your expected profits

    Estimate annual turnover minus expenses. If under £30k, stay sole trader. If over £50k, consider incorporating.

  2. Consider your liability exposure

    High-risk activities (construction, professional services) benefit more from limited liability protection.

  3. Factor in accounting costs

    Limited company accounts cost £500-1,500/year more. Ensure tax savings exceed this.

  4. Think about growth plans

    If seeking investment or planning to employ staff, a limited company offers more flexibility.

  5. Get professional advice

    An accountant can calculate your specific tax position and recommend optimal structure.