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Partnership vs. Limited Company | Choosing Your UK Business Structure

Published by Merisha Shrestha
Published Date: September 1, 2023

When starting a business in the United Kingdom, one of the crucial decisions you'll need to make is choosing the appropriate business structure. Two common options are forming a partnership or establishing a limited company. Each structure comes with its own set of advantages and disadvantages, and the choice depends on various factors, including your business goals, liability concerns, tax implications, and management preferences.

In this article, we'll explore the key differences between partnerships and limited companies to help you make an informed decision.

Partnership: A Collaborative Approach

A partnership is a business structure where two or more individuals or entities come together to run a business with shared responsibilities, profits, and losses. Partnerships can be a simple and cost-effective way to start a business, making them particularly attractive to small businesses.

Partnership A Collaborative Approach

There are three main types of partnerships in the UK: general partnerships, limited partnerships, and limited liability partnerships (LLPs).

Characteristics of Partnerships

Here's an overview of partnerships:

Shared Management

Partnerships foster a collaborative management style, wherein partners contribute their individual strengths and skills to the business. This arrangement promotes shared responsibilities, allowing partners to collectively address challenges and make informed decisions.

Flexible Structure

Compared to the intricate setup of limited companies, partnerships offer a streamlined and cost-effective establishment process. The inherent flexibility of partnerships makes them particularly well-suited for small businesses and startups, allowing for efficient initiation and operation.


Partnerships are recognised as tax-transparent entities, signifying that the profits and losses generated are directly attributed to the individual partners. This tax pass-through mechanism ensures that taxation occurs at the individual partner level, bypassing the issue of double taxation often faced by limited companies.

Unlock the Secrets of Partnership Accounts – Read Now for Expert Insights.

Advantages and Disadvantages of Partnerships

Let's explore the advantages and disadvantages of partnerships:


Shared Risk

Since partners contribute capital and share responsibilities, the risk is distributed among the partners. This can provide a sense of security, particularly in uncertain business environments.

Pooling Resources

Partnerships allow for the pooling of diverse skills, resources, and networks, enhancing the overall capabilities of the business.

Ease of Formation

Setting up a partnership requires less legal paperwork and formalities compared to establishing a limited company. This simplicity can expedite the launch of your business.


Unlimited Liability

General partners have unlimited personal liability for the business's debts, which can put personal assets at risk.

Limited Growth Potential

Partnerships might face limitations in attracting investment due to the lack of a corporate structure.

Management Challenges

Disagreements among partners can hinder decision-making and the smooth operation of the business.

If you are already in a partnership and looking to transfer properties from a partnership to a Limited company, read our article on Transferring Property from Partnership to Limited Company.

Limited Company: Distinct Legal Entity

A limited company, often referred to as a corporation, is a separate legal entity from its owners (shareholders). This structure offers distinct advantages and protections for business owners, but it also comes with additional regulatory requirements.

Limited Company Distinct Legal Entity

In the UK, there are two main types of limited companies: Private Limited Company (Ltd) and Public Limited Company (PLC).

Characteristics of Limited Companies

Here's an overview of limited companies:

Separate Legal Entity

Limited companies establish a legal distinction between themselves and their owners, creating a clear separation between the entity and its proprietors. This ensures that the company's obligations and liabilities remain distinct from the personal responsibilities of its shareholders.

Limited Liability

The concept of limited liability serves as a foundational principle for limited companies. Shareholders' liability is confined to the extent of their investment in the company. This protective measure safeguards personal assets from business-related debts and obligations, providing a vital layer of security.

Perpetual Existence

One of the major characteristics of limited companies is their perpetuity in the face of changing circumstances. Regardless of shifts in ownership or alterations in management, a limited company retains an uninterrupted existence. This inherent continuity contributes to the establishment of a stable and enduring business presence.

Advantages and Disadvantages of Limited Companies

Let's explore the advantages and disadvantages of Limited Companies:


Limited Liability

Shareholders are not personally responsible for the company's debts, which shields their personal assets in case of business insolvency or legal issues.

Credibility and Perception

Limited companies often project a more established and credible image, which can be advantageous when dealing with clients, suppliers, and investors.

Access to Funding

Limited companies can raise capital by issuing shares to investors. This allows for easier access to external funding sources, such as venture capital or public offerings.


Increased Regulatory Requirements

Limited companies face extensive legal and regulatory requirements which can consume time, money, and potentially necessitate hiring professionals, increasing operational costs.

Disclosure of Information

Limited companies are obligated to disclose certain information to the public which can impact the privacy of the company's owners.

Decision Complexity

Major decisions often require approval from directors and shareholders, which might slow down the responsiveness of the business to changing market conditions or emerging opportunities.

For a comprehensive understanding of company incorporation, dive into our detailed article on A Complete Guide on Incorporating a new Company in UK.

Tax Perspective: Partnership vs Limited Company

When faced with the choice between establishing a partnership or opting for a limited company structure, it becomes paramount to take into account of tax considerations.

Tax Perspective Partnership vs Limited Company

Here are some of the key differences:

  • Partnership

  • Limited Company

Tax Payment

In partnerships, the business isn't taxed directly. Instead, gains and losses flow to individual partners, who report their shares on personal tax returns, with rates potentially reaching up to 45%.

Mortgage Interest Deduction

Due to Section 24 Interest Relief Restriction, individuals are unable to deduct mortgage interest directly. Instead, they receive a relief credit of 20%.

CGT Allowance 

Individuals are entitled to an annual exemption of £6,000 (from April 2023), reducing the chargeable gains and capital gains tax payable.

Dividend Tax  

Not applicable in partnerships.

Double Taxation

Partnerships typically don't face the issue of double taxation in the same way as limited companies.

Making the Right Choice

When deciding between a partnership and a limited company in the UK, it's crucial to consider your business's size, growth prospects, liability concerns, tax implications, and administrative preferences. If you're looking for simplicity and shared decision-making, a partnership might be suitable.

On the other hand, if you prioritise limited liability, access to external funding, and a more professional image, a limited company could be the better choice.

Need Expert Advice on Business Structure?

Contact us to ensure you choose the structure that aligns best with your business goals and circumstances.

Merisha Shrestha
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