Should we form a general partnership or limited company, or stick as a sole trader?

By : Forum Member
Published 26th January 2021 |
Read latest comment - 13th June 2021

I am about to buy a small dance company with my husband. We both work there and the current owner is retiring so we're taking over. We hire a venue and dancers pay monthly membership fees to attend regular classes. We expect the profits to be relatively low.

I'll be running the business with my partner - we are experts in our field but total newbies when it comes to business. We are currently both self-employed. We have no idea if we should remain sole traders, form a general partnership or form a limited company. I've done lots of research but I'm struggling to judge the pros and cons and reach a conclusion. Any advice would be greatly appreciated.


Thanks,
kyla_78
Comments

I would say. If you are able to stay as a sole trader as long as you can  ,unless you want to increase your fees to cover the costs of all the things that go with it, but then I am sure you will loose customers


Thanks
Andy-C | Pewter World

The old rule of thumb was that if you are making 50k profits or more that it's more tax efficient to be a limited company but I'm not sure if that's still the case. 

I would ask an accountant! They are brilliant at this type of thing. I assume you'll have the figures from the company you're taking over and it would be prudent to get that all checked over anyway. 


Sorry a bit late to this one.

The thing that would make me nervous staying as a sole trader would be the risk of liability, particularly with your type of business. So for me personally, I would go the Ltd route. There's no real increase in fees unless you currently do your own books and can file a tax return, and if you stay under £85,000 turnover, you don't need to worry about VAT.


Steve Richardson
Gaffer of My Local Services
My Local Services | Me on LinkedIn

Hi Kyla

Sorry I'm very late to this thread - you may have already asked an accountant, or made a decision, but if not hopefully I can help!

You will need to either go down the partnership route or form a limited company as you will want to share the profits between you and your husband - trying to run the businesses as 2 separate sole traders would be a bit of a headache!

From a administrative point of view, running the business as a partnership will be much simpler. In order to trade as a partnership you would need to:

  • Decide on a partnership name and nominated partner (which of you is responsible for keeping the business records and dealing with HMRC)
  • Register the partnership with HMRC by 5 October 2021 (assuming you take over the business before 5 April 2021). If you take over after 5 April, you will not need to register until 5 October 2022 (at the latest). This can be done through HMRC's website here https://www.gov.uk/set-up-business-partnership/register-partnership-with-hmrc.
  • Register you and your husband for self assessment tax (if you are not already registered) by the same date.
  • File a partnership tax return, and individual self assessment tax returns, annually with HMRC. These are due by 31 January each year - your first partnership return will be due on either 31 Jan 2022 (if you take over before 5 April 2021) or 31 Jan 2023 otherwise. The partnership itself will not pay any tax - all of the profits will be allocated to you and your husband, and you will personally pay the tax on these.

The advantages of trading as a partnership are that you don't need to file statutory accounts with Companies House or run a payroll (unless you have other employees). Also the businesses's money belongs to you personally - if there is money in the business and you need it, you can take it out.

If you wanted to trade as a company, you would need to:

  • Choose a company name, and check on Companies House if the name is available
  • Register the company with Companies House
  • Set up a payroll scheme to pay you and your husband
  • File statutory accounts with Companies House by 9 months after the end of your accounting year.
  • File accounts and corporation tax returns with HMRC by 12 months after the end of your accounting year.
  • Pay the corporation tax due to HMRC by 9 months and 1 day after your accounting period end.
  • File an annual 'confirmation statement' with Companies House.

There are advantages to trading as a company rather than a partnership, and if you ask an accountant to look after your accounting and tax affairs, all of the above should be taken care of and not be too much of a burden on you. It will cost you a little more in accountancy fees, although these should be offset by a smaller tax bill.

As Steve notes above, one of the biggest attractions of a limited company is the 'limited liability' status. In other words, if the company owes money, you are not personally liable for this. However you may find for some things (such as a bank overdraft) you are required to personally guarantee the loan, especially if it is a new company with no trading history.

In terms of the tax advantages, if the annual profits were £30,000 (excluding your salaries), based on today's tax rates you would save about £562 in tax trading as a company instead of a partnership. If the profits were £50,000, you would save just over £1,000. 

However with a company, one of the biggest disadvantages, and the thing that many business owners struggle with most, is that cash in the company belongs to the company not to them personally. If the company has made profits, they can draw dividends from the company. They can (and should) also pay themselves a salary from the company. However if there are no available profits to pay dividends any money taken out of the company is treated as a loan to the shareholders, which can result in additional tax charges.

I know this is a rather long answer, but as you rightly say there is a lot to think about when setting up in business! A good accountant should guide you through the pros and cons of both options, and help you choose the one that is right for you and your business. Good luck with your new venture!


Sarah Yi _ Chime Accountants
Chime Accountants

What's your customer base too, some prefer to deal with one or the other. Always the way, same as if you are not big enough to VAT register but choose to, it sets an impression. Oh the days of not having too though :P - it was nice to have the choice.


Thanks,
James - Akcela

What's your customer base too, some prefer to deal with one or the other. Always the way, same as if you are not big enough to VAT register but choose to, it sets an impression. Oh the days of not having too though :P - it was nice to have the choice.”
 

What a humble brag!