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GREGORY ABRAMS DAVIDSON SOLICITORS
For you, for business, for life.
New idea, new business? Or perhaps you are looking to scale up your existing business and want to ensure that you have the right structure in place? There are a number of options available and choosing the right corporate vehicle for your needs is very important.
The right structure could not only save you money, but also offer protection against your personal assets (such as the family home) if the business encounters difficulties. So what are your main options?
Trade in your personal capacity as a ‘sole trader’. The business is run by you, for you. Sole traders enjoy the benefit of all profits but also personally bear the burden of any debts and liabilities.
There are no formal registration requirements meaning trade can begin both quickly and easily. Don’t forget to register with HMRC for VAT purposes and pay your income tax on any profits.
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For those of you who have a common business idea, you may wish to consider setting up a partnership.
A partnership can be formed at any time between two or more people (sometimes even without intending to) who are carrying on a single business together. The business is jointly owned and any partners to the business are collectively liable for its debts. It is customary for the partnership to be run in accordance with a partnership agreement.
You must choose a name for the business, and a nominated partner. Each of the partners must register themselves with HMRC (for self-assessment). Similar to a sole trader, there are no other formal registration requirements.
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A private limited company can be incorporated and solely owned by one (or more) individuals, whose liability will be limited either by shares or by guarantee.
If the company is limited by shares, the shareholders of the company will only be responsible for any debts and liabilities to the extent that they have invested in the company. For example, if the company is incorporated with a share capital of 100 shares of £1.00 each, then the liability of the shareholders is limited to £100. There is also no minimum capital requirement so liability really can be limited!
If the company is limited by guarantee, liability is limited by the members guaranteeing to pay the company’s debts only up to a fixed amount each (usually £1). Companies limited by guarantee are not very common and are usually used for charities, clubs, community enterprises and some co-operatives as any assets or financial surplus cannot be distributed to the members. The company is also not owned by its members and so cannot be transferred for value.
You must incorporate a private limited company at Companies House, and the business name must contain the word ‘Limited’ or ‘Ltd’. Once incorporated, there is an ongoing obligation to file accounts and information at Companies House. You must also register the company with HMRC for corporation tax.
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Despite the name, a limited liability partnership is treated more like a company as opposed to a partnership. Some or all of the partners will have limited liabilities and each partner will be responsible individually as opposed to collectively.
The constitution of the business will usually be set out in a written agreement (an LLP Agreement) but there is no legal requirement to do so.
Like companies, LLPs must be incorporated at Companies House; there must be at least two members. There is also an ongoing obligation to file accounts and information at Companies House.
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A public limited company can be listed on a financial market and so shares can be publicly traded by anyone. Liability in a public company is limited to the value of the individual’s investment.
The formalities of setting up a public limited company are the same as those of a private limited company, except a public limited company must have at least one shareholder, two directors and a qualified company secretary. The business name must contain the word(s) ‘PLC’ or ‘Public Limited Company’. The company must have issued shares to the public to a value of at least £50,000.
You can change your business structure at any time but it’s easier to get it right from the start!
[PLEASE NOTE, WE DO NOT OFFER TAX ADVICE, AND SPECIFIC ADVICE SHOULD ALWAYS BE TAKEN TO COVER YOUR PERSONAL CIRCUMSTANCES]
Our experienced Corporate Solicitors are on hand to discuss and answer any related questions you may have.
For enquiries regarding your business law needs contact our corporate team directly by email [email protected], call 0208 209 0166 or visit gadlegal.co.uk.
Liverpool City Centre: 20/24 Mathew Street, Liverpool L2 6RE
Liverpool – Penny Lane: 123 Penny Lane, Liverpool, L18 1DF
London – North West: 746 Finchley Road, Temple Fortune, Golders Green, London, NW11 7TH
Whilst our solicitors are based in one location, we are always happy to try to make an appointment to meet you in any of our office locations, if this is more convenient for you.
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Gregory Abrams Davidson Solicitors and GAD Commercial are trading names of National Law Partners Limited, registered in England and Wales under number 08312439 and are Authorised and Regulated by the Solicitors Regulation Authority, under number 646548. Gregory Abrams Davidson Solicitors registered office: 20-24 Mathew Street, Liverpool, L2 6RE. VAT Registration Number: 290 6677 68.