How to Start a Business (Limited Company)

8 steps to set up your limited company 

These steps will ensure you are compliant and correctly set up with the UK government as a limited company. You can operate as a sole trader which just requires you to register differently with HRMC.

1. Decide if forming a limited company is right got you 

Advantages of setting up as a limited company include; limitation of personal liability, professional status, beneficial tax efficiency and planning. However, drawbacks include; needing to do a more administration, publish your personal details publicly and you will have legal accounting requirements as a limited company. If you are looking to commit to a full-time, more professional venture that you will invest substantial time and effort in growing forming a limited company is a great option.

2. Register your business 

There are several steps to registering your business officially with the government, for advice and help with the process you can use a formation agent. They will save you time, money and stress so you can get to the fun part of running your new company! National Business Register have over 35 years experience forming companies, read more about their services here. You will need to decide on the name of your company, who and how many directors you will have and how many shares each director will have.

3. Employing someone as a limited business 

You will need to pay income tax and National Insurance contributions for each employee so will need to set up a PAYE. This government resource is a good directory for what you will need to cover if you have employees, it also takes you to details regarding your tax self assessment form – get bookmarking!
In terms of employment law – know your basics. A great site for basic legal documents is Rocket Lawyer.
ACAS is a goldmine of informative articles on everything from employment law to workplace Covid advice.
If you’re looking to contact a solicitor our accredited partners, Thursfields have the experience and legal expertise to guide you throughout the life cycle of your business. Read more here.

4. Get an accountant 

It is advisable you get an accountant as a limited business. You are legally required to submit yearly accounts to HRMC alongside your self-assessment forms and Confirmation Statements. Ask friends, fellow business owners and find out more about our accredited accounting partner, Stewart Associates, here.
Remember to keep organised and maintain detailed financial records of everything to do with your business. It may be boring and the last thing you want to do at the end of a busy day but future you (and your accountant!) will love you for doing it. Download your accounting software to your phone to keep organised even on the go.

5. Do you need to register for VAT? 

If your businesses turnover exceeds £85,000 per annum you have to be VAT registered, register here. If you are under this threshold registering is an extra process however it does mean you can claim VAT back on goods and services you use for your business. If you are setting up as a limited company you are probably quite serious about making a go of your business so if you don’t register for VAT (which gives you the ability to claim VAT back on items purchased for your business) you are effectively paying 20% more than you should for anything that includes VAT (which is most things). Just remember to keep those receipts!

6. Understand your tax 

Tax is one of the main factors that sway people to form a limited business. As a sole trader you can pay between 20%-45% tax on your profits whereas a director of a limited company will pay 19%. However don’t go mad spending 81% of your profits, there are other costs, especially with employees (see point 3) limited companies are responsible for. This is where having an accountant comes in really handy. Also having accounting software such as Xero, QuickBooks or Sage will keep things organised on the go.

7. What insurance do I need? 

There are legal requirements for insurance but this decision is also influenced by the type of business you have and how much ‘peace of mind’ you want to pay for. We’ve outlined a few basic forms of insurance below to get you started.
Employers Liability Insurance – this is the only legally required form of insurance for a small business owner. This is to cover any employees that are injured whilst working for you. If you operate with no insurance and have staff working for you, there can be a penalty of £2,500 per day.
Management Liability Insurance (Directors’ and Officers’ Liability Insurance) – this covers the individual directors personally rather than the business as a whole. This can be helpful if things do go wrong as directors are open to having claims of malpractice brought against them with potential fines, disqualification (this will mean you won’t be able to be a director of a future company) and even prison sentences. When taking out this insurance check your policy covers insolvency and large shareholders (over 15%) as many policies do not protect you in these cases.
Public Liability Insurance – this is to cover customer injury. Accidents do happen and not having this insurance if you have a shop/salon etc could be costly. Also note some clients and suppliers may request you have this insurance as part of your contract with them.
Contents and Portable Equipment Insurance – this covers all the technology and physical belongings you use to operate your business. If you are running your business from home and have contents insurance it’s worth checking the wording of your policy as some do not cover equipment used in a commercial capacity.
Professional Indemnity Insurance – this is for businesses that offer advice or consultancy services. This insurance will cover you if a client of yours makes a claim against you stating they have incurred financial loss after acting on your advice. In these industries clients may insist you have this form of insurance and it will help bolster your professional reputation if you do.
Cyber insurance – this will insure you against any claims made if you have a data breach. You should consider this insurance if you hold large amounts of customers data and/or sensitive customer data. This may become more important as you grow and will be valuable to have as you build the data on your customers to optimise your marketing strategy and potentially increase your product/service offering.

8. What are your responsibilities as director? 

The term director does come with some legal responsibilities. Alongside ensuring your business is compliant e.g. has licenses with the local authority and/or the correct insurance for your employees there are some actions you will need to do.
Ensure your corporation tax is paid
File annual accounts with HRMC
Write the companies ‘articles of association’ when you form the company and then follow them. These can be updated after registering
Keep detailed company records and report any changes in a timely manner
Notify other shareholders if there is a possible conflict of interest where you will personally benefit from a purchase the business makes
If you follow these steps you will have a compliant and solid foundation from which to grow your business. If you’re still unsure, we’ve outlined the main differences between being a sole trader vs limited company for you. Alternatively if you’ve decided becoming a sole trader is the best option for you read our guide on how to set up as a sole trader here.

What Should I get Legal Advice on as a Small Business Owner?

We’ve consulted our legal experts and complied the 5 areas of what the essentials are for business owners when it comes to legal compliance and safeguarding.  

There are other areas you may look into depending on your particular industry but this covers the fundamentals.

1. Intellectual Property (IP) protection 

Protecting your businesses intellectual property can come in many different forms and should be done as early as possible when setting up your venture. It’s also essential you check you’re not infringing on anyone else’s IP accidentally. Types of IP protection include:
Business name protection – when another business copies your name or has a similar name and / or branding to you, even if your company isn’t limited, this falls under common law and is called ‘Passing Off’. You can take action against the other business if you have prove they have caused you financial lose.
Limited Formations – by forming a limited company no one can form a limited company with the exact same name as you after you have registered. However they can register a company with a very similar name, still causing confusion with customers and therefore you can take out business name protection for your limited company to assist you in this case.
Trade marks – can be words, names, initials, logos, monograms, shapes or signatures, numerals and designs customers associate with your business.
Watching services – these are conducted once you have taken out a trade mark and contest any new trade mark applications that may infringe on your registered mark. Without a watching service your trade mark may become compromised and end up invalid.
Registered design – protects the appearance, physical shape, configuration and the decoration of products whereas trade mark registration protects the names of your products or brands.
National Business Register, as part of, offers services that cover all of the above. We have more than 35 years experience protecting businesses and brands. Click on each service to apply or contact us today for advice.

2. HR 

Setting clear guidelines and rules between yourself and any employees from the out set will help keep you both on the same page. Please note the below is based on an employer/employee PAYE agreement, not when instructing freelancers, contracts, sub-contractors etc. We will cover those separately.
This process will not only manages expectations, on both sides, but can legally protect you in the future. You’re wording and ethos should be consistent throughout these documents alongside adhering to statutory employment law. You can find templates for most of these documents online, and some of them are free, we’ve liked to a few sites for you. Alternatively you can hire HR freelancers to help you set everything up or advise on a particular issue.
Job Description – this can be written for advertising the role you’re employing for but the internal one will be more detailed. When writing this to attract applicants you may keep it top line and add some extras about company ethos however the internal job description will go into a lot more depth about the role and not include things like the applicant must love dogs or make an amazing cup of tea!
Offer Letter – this should clearly state title of the role, company name, salary or pay, bonus scheme if applicable, basic holiday allowance, required start date and notice period. This should be sent as soon as the decision has been made to employee an individual.
Employment Contract – this should be drawn up and given to the employee whilst they are waiting to start with you or on their first day. It’s good practice to let them have a few days to read through it and discuss any questions. This is where you need to make sure you are compliant with the law so having a template and doing a little bit of research is good.
Disciplinaries / settlement agreements – these should be covered in the above but we wanted to mention them separately as they are important. Of course, you don’t want to think the worst and wouldn’t employ someone you thought you would have disagreements with but it happens. Having clear steps set up for bringing grievances and disciplinaries will make awkward situations easier to navigate. Also informing the employee and knowing the law when it comes to letting people go is essential.
Company handbook – this is where you can go into more detail about your policies and terms within the contract.
Template resources – 

3. Shareholder agreements comprising of Shareholders Agreements, Memorandum and Articles of Association 

This is clearly setting out what each partner can and can’t do. Again, like when employing someone, you wouldn’t go into business with someone that you envision having problems with but having clear guidelines make situations easier to navigate for everyone. There are many subjects that can be covered in these agreements, some examples are:
Perimeters of how you value shares.
Permissions on spends. For example, one shareholder can’t spend £15,000 of the businesses money without it being signed off with the other shareholders.
What happens when sell business, also what happens when one of you wants out.
On top of the headache of trying to negotiate when in a tense situation, if you don’t have a shareholders agreement it may cause problems when selling to someone else, they may even ask for one to be drawn up. If you go through formation agent, you’ll get standard memorandum and articles but a shareholders agreement is a bespoke piece that you can go more into detail.

4. Business Documents – Terms and Conditions (T&C’s), Privacy Policy, Partner Agreements 

All of the above have been focused on internal affairs of the business but now it’s time to think about your customers.
Terms and conditions – are obviously really important, especially if you are a sole trader providing service. We don’t recommend writing a get out of jail free clause for everything but be honest about the limitations of the service or product your providing. Keep it in plain language and reasonable; this will help with customer disagreements. A rule book of what you are providing so you and the customer are on the same page.
Privacy/cookie policy – it’s important if you store any customer information you have a privacy policy on your website. Standard templates are easy to download and need to be displayed where users can easily find them. They also need to include a clear way to contact you.
Partner agreements – if you want to set up networks, referrals, kick-backs, commercial arrangements you will need partner agreements. These are pretty straightforward and not everyone will ask for one however we advise drawing up a short agreement for both parties to sign so everyone is on the same page.

5. Buying and Selling Businesses 

If you’re not setting up your own business but rather buying one, you will have to cover the above but what about the legal element of the buying / selling process? Best practice includes:
Offer Letter – this is the ‘heads of terms’, it should include the top line details of the transaction and shows your serious intent to buy the business.
Due Diligence – this is when you get into the business to find the skeletons! Share holder agreements, current employment contracts, T&C’s, the money structure of the business will all be gone through.
SPA (Sale and Purchase Agreement) – this is the most detailed, legally binding document that is agreeing to the transaction, once this is signed the sale in final.