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Being a sole trader is the simplest way to run a business - it does not involve paying any registration fees with Companies House. Accounts and record keeping is straightforward and any profits you make belong to you. However, you are personally liable for any debts that your business runs up, which make this a risky option for raising capital.

Management and raising finance

You make all the decisions on how to manage your business.  You raise money for the business out of your own assets and/or with loans from banks or other lenders.

Records and accounts

You must keep records showing your business income and expenses and any profits go to you.

Tax and National Insurance

As you are self-employed:

• your profits are taxed as income
• you pay fixed-rate Class 2 National Insurance contributions (NICs) regardless of any profits you make
• you pay Class 4 NICs on any profits
• you need to register for Self Assessment and complete a tax return each year

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Liability

As a sole trader, you are personally responsible for any debts run up by your business. This means your home or other assets may be at risk if your business runs into trouble.

For more information on starting your own business, see:

• set up as a sole trader
• working for yourself

There are three types of partnership:

• 'ordinary' partnerships
• limited partnerships
• limited liability partnerships (LLPs)

Common features of all types of partnership

All three types of partnership have the following features in common:

• two or more persons - ie the partners - share the risks, costs and responsibilities of being in business
• a partner can be an individual or another business, eg a limited company or another partnership
• the partners share the partnership's profits and gains, unless the agreement says otherwise
• each partner is personally responsible for paying tax on their share of the profits and gains, and for their National Insurance contributions
• each partner must register for Self Assessment with HM Revenue & Customs (HMStarting a RC) and complete an annual tax return
• a nominated partner must also send HMRC a partnership return
• partners raise money for the business out of their own assets and/or with loans
• the partners themselves usually manage the business, although they can delegate certain responsibilities to employees
• it's possible to have 'sleeping' partners who contribute money to the business but are not involved in running it from day to day
• the partnership must keep records showing business income and expenses

'Ordinary' partnerships

An 'ordinary' partnership has no legal existence distinct from the partners themselves. If a partner resigns, dies, or goes bankrupt, the partnership must dissolve. However, the business can continue.

A partnership is a relatively simple and flexible way for two or more people to own and run a business together.

Ordinary partnerships also have to be registered with HMRC for tax purposes. The nominated partner does this by registering the partnership for Self Assessment.

Limited partnerships

A limited partnership is made up of a mixture of ordinary partners and limited partners.

Limited partnerships must register with Companies House but don't generally have to file annual returns or accounts. When they receive the registration Companies House inform HMRC that the limited partnership has been set up. HMRC will set up the partnership's tax records so there is no need to register with them.

A limited partner's liability is limited to the amount of money they have invested in the business and to any personal guarantees they have given to raise finance.

Limited liability partnerships (LLPs)

LLPs must have at least two designated members. LLPs are taxed as partnerships, but have the benefits of being a corporate entity, and members have limited liability.

LLPs must:

• register with Companies House
• send Companies House an annual return
• file accounts with Companies House

When they receive the registration Companies House inform HMRC that the LLP has been set up. HMRC will set up the LLP's tax records so there is no need to register with them.

For further information see set up a business partnership.

There are broadly two types of private company:

• private limited company
• private unlimited company

A private limited company may be limited by shares or by guarantee.

Common features of private companies

In relation to set up and administration, a private company:

• Must be registered with Companies House. You can register either via a paper application form or electronically using a third party with access to the necessary software. 
• Does not have to appoint a company secretary but if one is appointed, this must be notified to Companies House.
• Must file its accounts annually with Companies House. The accounts must be audited unless the company is exempt.
• Must send an annual return to Companies House.

You can file your annual return and other documents with Companies House using its WebFiling service. See filing company information using Companies House WebFiling.

Both types of private company must also have at least one member and at least one director.

Directors must notify Companies House of changes in the structure and management of the business.

Finance comes from shareholders, loans, and retained profits. Profits are usually distributed to shareholders as dividends, apart from those retained in the business as working capital.

If the company is active, it must tell HM Revenue & Customs (HMRC) that it exists and is liable to Corporation Tax.

Companies must also comply with HMRC's requirements for PAYE for employers and VAT - see taxes.

Private limited companies

Limited companies exist in their own right. This means the company is legally separate from the people who run it, has separate finances from your personal ones and can keep any profits it makes after paying tax.

A company may be limited by shares or limited by guarantee:

• A company limited by shares must have at least one shareholder. If you're the only shareholder, you'll own 100 per cent of the company. There's no maximum number of shareholders and all shareholders will need to pay for their shares in full if the company has to shut down.
• A company is limited by guarantee if members' liability is limited to a sum they agree to contribute if the company is wound up.

For a company limited by shares, shareholders are not responsible for the company's debts unless they have given guarantees - eg a bank loan.

Shareholders may be individuals or other companies. However, shares cannot be offered to the general public.

Private unlimited companies

A company is an unlimited company if there is no limit on the liability of its members.

These companies are rare and usually created for specific reasons, so it's strongly recommended you take legal advice before creating one.

Tax and National Insurance for company directors

Company directors are regarded as an employed earner for the purposes of paying National Insurance contributions (NICs). This means that company directors must pay both Income Tax and Class 1 NICs on their director's earnings.

Company directors must complete a Self Assessment tax return each year. You will need to give details of the income from your directorship on the employment pages. .

Public limited companies (PLCs) exist in their own right. This means the company's finances are separate from the personal finances of their members.

How to set-up a public limited company

PLCs must:

• have at least two shareholders
• have issued shares to the public to a value of at least 拢50,000 or the prescribed equivalent in euros before it can trade
• be registered with Companies House
• have at least two directors - at least one must be an individual. Each director who is an individual must be at least 16 years of age
• have a qualified company secretary

Find out about filing company information using Companies House WebFiling.

Management and raising finance

Businesses that are PLCs are the only type of business that can raise money by selling shares to the general public:

• shareholders can be individuals or other companies
• the shares may or may not be traded on the stock exchange
• finance can also be raised through loans and retained profits
• directors may be asked to give personal guarantees of loans to the company
• a board of directors usually makes the management decisions

Records and accounts

PLCs must:

• send an annual return to Companies House
• file accounts with Companies House once a year - the accounts must be audited unless the company is exempt

Directors must notify Companies House of changes in the structure and management of the business.

Profits

Profits are usually distributed to shareholders as dividends. The business keeps the rest as working capital.

Tax and National Insurance

If a PLC has any taxable income or profits, it must tell HM Revenue & Customs (HMRC) that it exists and is liable to Corporation Tax. It must then pay any Corporation Tax that's due and submit a Company Tax Return to HMRC. A PLC must also comply with HMRC's requirements for PAYE for employers and VAT - see taxes.

Company directors must complete a Self Assessment tax return each year. Find out how to .

Liability

The liability of each member is limited to the amount unpaid on their shares.

Members are not liable for the company's debts. They are only liable if they have given guarantees, such as for a bank loan.

Instead of setting up a 'standard' type of public or private company, you could consider setting up a:

• Community Interest Company
• Right-to-manage company

These types of company are subject to company law in the same way as standard public or private companies - see starting a private company and starting a public limited company.

However, they must meet additional criteria in order to qualify as the company type concerned.

Community Interest Company (CIC)

A CIC is a type of limited company. It is for those who want to run a business for the community, not just for the benefit of its members and shareholders.

A CIC may be a public or private company limited by:

• share capital
• guarantee with or without share capital

A company cannot become a CIC if it is:

• a charity
• a political party, a political campaigning group, or a subsidiary of either

If you intend to set up a CIC, you must register it with Companies House.

CICs are often seen as a type of social enterprise and may take the form of:

• leisure centres
• housing associations
• worker-owned co-operatives
• community development trusts

See choose the right structure for your social enterprise.

Right-to-manage (RTM) company

A RTM company is run by leaseholders who have taken on the landlord's management functions, eg repairs and maintenance of the premises.

RTM companies do not exist in Scotland, or Northern Ireland.

For a company to be a RTM company in relation to those premises:

• it must be a private company limited by guarantee
• its articles of association must state that its object, or one of its objects, is gaining the right to manage those premises

A UK Economic Interest Grouping (UKEIG) is a European Economic Interest Grouping (EEIG) that was registered in the United Kingdom on European Union exit day and was automatically converted to a UKEIG.

EEIGs registered in the UK on EU exit day would no longer meet the requirements of an EEIG as set out in EU legislation.

The automatic conversion into a UKEIG ensured that any existing EEIGs registered in the UK could continue to have a clear legal status after the UK had left the EU.

The UKEIG framework retains as many elements of the EEIG framework as it was possible and practicable to retain.

The most substantial change is that UKEIGs are unable to transfer their official address outside of the UK.

No new registrations as a UKEIG will be permitted.

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If you are an overseas company, you must register with Companies House within one month of opening a UK establishment. Registration is via paper application only.

If this is going to be your first UK establishment, you must also send Companies House:

• a certified copy of your company's constitutional documents, eg charter, statute, memorandum and articles of association, with a certified translation in English if the original is in a language other than English
• a copy of your company's latest set of accounts, again with a certified translation in English if the original is in a language other than English

You only have to submit the accounts if either:

• the accounts must be filed under the law of country in which your company is incorporated - the 'parent law'
• your company is incorporated in an European Economic Area (EEA) state and the parent law requires you to prepare and disclose accounts but does not require such accounts to be audited or delivered

If this is going to be an additional UK establishment, you don't have to deliver the constitutional documents. You may instead state in the registration document that you have delivered them in respect of another UK establishment - but you must give the registered number of that establishment.

You must notify Companies House of any changes to the original registration information. You must deliver the forms notifying the changes to Companies House within 21 days of the change.

Companies House provide further .

A franchise is a business model, not a legal structure. It can operate under a legal structure, like a sole trader, a partnership, or a limited company. See:

• set up as a sole trader
• set up a business partnership
• set up a limited company
• working for yourself

Buying a franchise is a way of taking advantage of the success of an established business. As the 'franchisee', you buy a licence to use the name, products and services of the 'franchisor' business. This licence usually covers a specific geographical area and runs for a limited time. It should be renewable if you meet the franchise agreement's terms.

Franchise agreements usually set out how the franchised business should be run, although they may allow some flexibility. With no franchise laws, the franchise agreement defines the rights and duties of the franchisor and franchisee, and their relationship.

Don't sign any agreement or pay any fees or deposits until you have taken legal advice.

You may pay for the franchise via: 

• an initial fee
• ongoing management fees 
• a percentage of your turnover
• purchases from the franchisor
• a combination of these

You often pay a percentage of your turnover to the franchisor, which reduces your overall profits.

For further information see how to buy a franchise.

Choosing a legal structure is one of the first decisions you will make as a business. This short video tutorial outlines the common types of legal structures for businesses. It includes starting a private limited company, becoming a sole trader, or entering a business partnership.

The video explains the differences between these legal structures, plus their advantages and disadvantages. The tutorial also highlights your responsibilities under each business structure. It will help you choose the right one for your business.