Last Updated on February 26, 2025 by BusinAssist Editorial Team
The most important thing to decide when starting a business is company structure. In business, a structure is how a company is organised and operated which is determined by its legal status. In every company structure, the term liability is very critical. Liability refers to an obligation that a company owes to another entity / individual.
In this article, we will explore limited and unlimited liability companies, providing an overview of what they are, how they operate, and the financial risk business owners are exposed to when choosing either of these liability structures.
What is a limited liability company structure?
A limited liability company is an entity that provides liability to directors, company owners, and shareholders. This means that they will not be held responsible for the company’s debts or in case of insolvency. Their assets are not at risk in case of bankruptcy.
As a legal entity, a limited company can purchase assets including properties. This means, the company becomes the legal owner of the property and not an individual. The company will hold the properties and be responsible for managing and maintaining the property, paying taxes related to the properties, and dealing with any legal issues that may arise.
Some of the business structures with limited liability include Corporations, limited liability partnerships (LLPs), and limited liability companies (LLCs).
What are the benefits of a limited liability?
Liability protection: it offers liability protection to business owners and shareholders in case of debts and liquidation. Protecting their personal assets.
Separate legal identity: A limited company is an entity on its own with rights and an entirely separate identity from its owners and directors.
Easily secure funds: Being an entity of its own, a limited company can secure funds either through selling shares or taking a business loan. Being an entity on its own, a company can open a business bank which is essential for businesses when taking loans from banks or investors.
Tax relief: Limited companies are often taxed lower than other business types. In the UK, limited companies pay corporation tax on profits, which is usually lower than the income tax rates that sole traders pay.
What are the drawbacks of a limited company?
Costly setup: incorporating a limited company can be more costly than setting up a sole proprietorship or a partnership.
Publicly available records: Once you incorporate a UK limited company, the records will be available in public for people to access them. This is for transparency purposes by Companies House.
Additional reporting: Apart from filing tax returns, directors of a limited company have additional duties of reporting statutory records such as annual accounts and confirmation statements.
Difficulties in changing the company structure: It’s more difficult to change the company structure than it is to switch from a sole proprietorship to a limited corporation.
What is an unlimited company structure?
In contrast to limited liability, in an unlimited liability company, the owner is the business meaning an individual is responsible for the company’s debts and legal liabilities. An unlimited liability company structure includes sole traders and partnerships.
Since the business owner has not created a separate legal entity (registered the business), the business owner is responsible for paying taxes, dealing with any legal obligations, and paying debts of the company.
What are the benefits of an unlimited company structure?
Flexibility: Owners have complete control and decision-making power over the company.
Easy to set up: Unlimited company structures are easy to establish and dismantle.
Fewer formalities: There are fewer reporting requirements and formalities than other types of companies.
Greater confidentiality: Unlimited company structure has the option to not submit financial statements in certain situations.
Suitable for smaller businesses: Unlimited company structures are well-suited for niche industries or smaller businesses.
What are the drawbacks of unlimited company structure?
Unlimited liability: Business owners are liable to debts and legal issues incurred by the company. Their personal assets are at risk since creditors can pursue them leading to financial ruin.
Lack of credibility: Investors and suppliers may find it difficult to work with unlimited companies since they view them as less credible. This affects the business relationship and credits.
Higher tax rate: Unlike limited companies, owners of unlimited companies may be taxed at a higher rate. This reduces the ability to minimise tax liabilities.
Difficulty in raising capital: Unlimited companies may find it harder to attract investors because of the personal financial risk involved. Investors often prefer limited liability structures to protect their investments.
Difficulty in the transfer of ownership: Selling or transferring ownership can be complicated because potential buyers might be wary of the personal liability involved, making it harder to find successors.
Limited growth opportunities: Some unlimited companies may struggle with expansion because the associated risks might deter potential partners or investors.
What are the differences between limited and unlimited companies?
1. Liability
The limited company offers liability to the business owner, director, and shareholders. Either limited by shares or by guarantee, the liability of a shareholder is limited to the amount unpaid to the shares or in the case of guarantee, to the amount they agreed to contribute.
In an unlimited company, the liability of shareholders and business owners is not limited. This means personal assets can be at risk to pay debts and owners can be personally liable in case the company faces legal judgments.
2. Regulatory requirements
Limited companies are subjected to many regulatory obligations such as statutory reporting, tax filing, auditing obligations, and significant restrictions regarding financial activities.
Unlike limited companies, unlimited companies have fewer compliance and reporting. They do not need to disclose a lot of financial activities as a limited company.
3. Tax consideration
Limited companies pay Corporation Tax on their profits. Shareholders can also receive dividends, which are subject to different tax rates. It is also subjected to the Pay As You Earn (PAYE) system if they have employees.
Unlimited companies are taxed in the same way as limited companies, but because of their structure, the financial implications of debts can be more significant for the owners.
4. Types
Limited companies can be further divided into private limited companies (Ltd) and public limited companies (PLC). Ltd companies are privately owned, while PLCs can sell shares to the public.
Unlimited companies can exist as either private or public entities, but they are less common than limited companies.
5. Financial Statements
Limited companies are legally obligated to file annual financial statements with Companies House. These statements must adhere to the Companies Act and accountancy guidelines.
Unlimited companies have more privacy regarding financial statements since they are not obligated to file them publicly. However, they may still choose to prepare them for internal purposes or certain stakeholders.
6. Management structure
Limited companies have a defined management structure, with directors responsible for the running of the business.
Like limited companies, unlimited companies have a defined management structure, but unlimited liability may impact decision-making and governance.
In conclusion, the main difference between a limited and unlimited company is the liability the structure offers its directors and business owners. Limited companies offer limited liability to business owners, directors and shareholders unlike the unlimited company.
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For more company services in the country you would like to form a company, visit our website https://businassist.com/ or contact us at [email protected].
FAQs
Q: What is a limited liability company in the UK?
Ans: A limited liability company is a legal separate entity. It offers liability to business owners, directors, and shareholders.
Q: Do private limited companies have unlimited liability?
Ans: No, private limited companies do not have unlimited liability. Private limited companies have limited liability meaning shareholders’ personal assets are protected from company debts.
Q: Do I need public liability insurance for a limited company?
Ans: Whether a limited company needs public liability insurance depends on the nature of its work. You will need public limited insurance if the limited company comes into contact with the public including customers, clients, vendors, and visitors.
Q: What businesses have unlimited liability?
Ans: Businesses with unlimited liability, the sole proprietorship and general partnerships.
Q: Does a partnership have unlimited liability?
Ans: Yes, a general partnership has unlimited liability, but a limited partnership does not.
Read Also:
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- What is the Difference Between a Partnership (LLP) and Limited Company (LTD)?
- Can i Change my Limited Company Name: The Ultimate Guide
The BusinAssist Editorial Team has 15+ years of experience writing about small business and company formation in the UK, Canada, and the USA. We simplify complex processes and provide practical insights to help entrepreneurs succeed.