Limited or Umbrella Company – which is best?

As a would-be IT contractor, one of your first tasks is to decide which business structure to work under, either a limited or an umbrella company.

In this guide, we look at the advantages and disadvantages of each type of business structure.

Limited Company

If you set up your own limited company, you become a company director with a number of statutory and financial obligations.

Companies House, the registrar of companies in the UK, requires you to submit annual accounts, run the company solvently and responsibly, and meet HMRC tax deadlines.

Fortunately, a specialist contractor accountant can take on most of the legwork involved in running a company.

As a director, you are responsible for meeting the company’s obligations.

Most contractors operate via their own companies, and hundreds of contractor accountants in the marketplace will be more than happy to show you the ropes.

How does tax work for limited companies?

One of the main benefits of contracting via a limited company is that it is the most tax-efficient way to operate.

Limited companies pay Corporation Tax on their annual profits (at a rate of 19%), and VAT is added to all your invoices and repaid to HMRC each quarter, after allowing for any VAT you may have reclaimed on company purchases.

Unlike a permanent or umbrella employee, you pay yourself in the form of a basic salary (typically low), and the remainder is drawn down as dividends.

Dividends are not subject to National Insurance Contributions, which results in a tax saving, although the extent of this benefit was reduced significantly in April 2016 following an overhaul of dividend tax rates.

As a company director, you also have a great deal of flexibility over when to take income out of the company, which has further tax planning benefits, and you can also benefit by transferring some shares to your spouse (if appropriate).

Directors pay personal tax (on dividend and other income) via the annual self-assessment process.

How to get started with a limited company?

To get started, you will need to form a new company, which is an inexpensive and quick process these days.

You can incorporate directly with Companies House for under £12, although many contractors opt to leave the start-up process to an accountant.

An accountant will also undertake a number of other initial tasks, such as setting up the company payroll and registering the company for Corporation Tax and VAT.

For further information, try our complete guide to contracting via a limited company, and view our contractor accountant comparison table.

Limited company advantages

• Typically the most tax-efficient way to operate (unless your contract is caught by IR35).
• You have full control over the business structure.
• Tax planning opportunities (e.g. delaying dividends until a future tax year, splitting shares).
• Liability is limited should things go wrong.
• Provides a professional image to clients.
• If you cease trading, it is possible to extract final profits in a tax-efficient way.

Limited company disadvantages

• More administration work than umbrella. Although an accountant can help a great deal.
• Directors take on a number of statutory responsibilities and duties.
• Additional admin costs compared to umbrella (e.g. accountancy).
• All directors must fill in an annual self-assessment return.
• May not be suitable for short-term contracts.

Umbrella Company

The number of umbrella company schemes operating in the UK has grown rapidly over the past decade – with a sizeable proportion of contractors effectively forced to use umbrellas as a result of the Off Payroll changes from April 2021 onwards (see ‘IR35′ below).

If you join a PAYE umbrella company, you become an ’employee’ of the provider.

How do umbrella payments and tax work?

The client pays the umbrella when you have submitted a weekly or monthly invoice, and you receive a salary after deductions.

Deductions include: income tax, National Insurance, expenses, the umbrella fee, ’employment costs’ and any other pre-agreed costs such as student loan repayments and pension contributions.

It is not as tax-efficient a business structure to use as the limited company route, however it does represent a ‘hassle-free’ way to contract.

How to get started with an umbrella company

If you’re on a short-term contract, or ‘testing the water’, the umbrella option is a wise one, as there are no set-up costs, nor do you have to deal with the obligations of setting up, running, and possibly closing down a limited company.

Importantly, you should only ever deal with a legitimate PAYE umbrella company, and keep clear of any ‘offshore’ tax avoidance schemes which have been aimed at the freelance market over the years.

Once you have found a suitable umbrella company, the sign-up process can be completed in just a few hours.

For in-depth information, read our complete guide to umbrella companies.

Umbrella company advantages

• Very easy to get started.
• Hassle-free way to contract.
• The umbrella takes care of all of the administration.
• Good solution for short-term contracts.
• If you are caught by IR35, this is an ideal way to contract.
• No need for a separate bank account for your earnings.
• No need to fill in a self-assessment return (unless you have untaxed income).

Umbrella company disadvantages

• Not as tax-efficient as trading via a limited company.
• Little control compared to running a limited company (not necessarily a negative).
• Very hard to reclaim expenses due to HMRC clampdowns.
• The umbrella industry is unregulated. Make sure you only use reputable providers.

Limited vs Umbrella – comparison tools

• View our umbrella/limited comparison table for a concise view of the pros and cons of using each business structure.
• To compare the tax liability you will pay as a limited or umbrella contractor, try our Net take-home pay calculator.
• See how much some of the leading umbrella companies charge in monthly fees.

IR35 Considerations

If your contract work is subject to a notorious piece of tax legislation – IR35 – then the benefits of contracting via your own company are vastly reduced, and an umbrella company may be the preferred option as a result.

IR35 was introduced in 2000 after the Government sought to clamp down on the practice of ‘disguised employment’, whereby a worker might leave a traditional job on Friday, only to return as a limited company contractor the following week; enjoying the tax benefits of the incorporated structure, but working in an identical way to that of an ’employee’.

In addition, the rules were complicated further following ‘off-payroll’ changes implemented in April 2017 which forced public sector clients to be responsible for determining the IR35 status of contractors. These rules were extended to private sector contractors too from April 2021.

As a result of the Off-Payroll implementation, some end-clients implemented ‘blanket bans’ on limited company contractors – albeit as a short-term reaction to having to comply with the obligations of the new rules.

This means that you may have to use an umbrella company for certain contracts, and not for others.

You can find out more about IR35, and the financial consequences of being caught, here.

Further Information

• If you want to set up a limited company, take a look at our recommended accountancy providers.
• Alternatively, try our list of umbrella company providers.
• Many of the leading accountancy firms offer so-called ‘flex’ arrangements, whereby you can operate as a limited company contractor for IR35-free contracts, and work via an umbrella company for inside-IR35 contracts. All for one monthly fee.