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Entity comparison

Compare a private company limited by shares, an LLP and a proprietorship against the way you want to own and run the business.

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On a narrow screen, scroll the table sideways to compare all three structures. Keyboard users can focus the table area and use the left and right arrow keys.

Ownership, governance and continuing responsibilities by entity type
QuestionPrivate company limited by sharesLLPProprietorship
Is it a separate legal entity?Yes. Incorporation creates a body corporate separate from its members.Yes. The LLP is a body corporate separate from its partners.No. The individual and the proprietorship are the same legal person.
How is ownership organised?Shares and constitutional documents; investor agreements may add rights.Partners and an LLP agreement setting contributions and profit sharing.The individual proprietor owns the business.
What should be agreed early?Founder shares, director authority, transfers and investment plans.Partner authority, admission, retirement, deadlock and distribution.Business records, contracting name and separation of personal and business spending.
What needs separate attention?Corporate records and annual/event filings, as applicable.Partner/agreement changes and annual LLP reporting.Activity, tax, employment and premises requirements.
What is the usual liability position?A shareholder’s liability as a member is generally limited to any unpaid amount on their shares. Personal guarantees, wrongdoing and separate duties as a director can create additional exposure.LLP obligations are generally met from LLP property; partners are not personally liable solely because they are partners. Their own wrongful acts, fraud, statutory exceptions and separate guarantees can create personal exposure.The proprietor is personally responsible for business debts; separating bank accounts does not create limited liability.

Prepare your decision notes

  1. List the proposed owners, their residence and their roles in the business.
  2. Record the planned funding: personal capital, partner contributions, borrowing or outside equity.
  3. Identify who may sign contracts and how disagreements or an owner’s exit will be handled.
  4. List customer, sector and professional requirements that could restrict the available structures.
  5. Compare the recurring governance and recordkeeping work before choosing.

Use these notes with the linked guides. An unknown answer is a point to resolve, not a reason to assume a particular entity.

Do not choose on one factor alone

The comparison is not a tax calculation or an automatic recommendation. Resident status, sector restrictions, foreign investors, regulated professions and succession can change the available options.

References

Companies Act 2013: sections 2(22), 4 and 9 · LLP Act 2008: sections 3 and 27–30

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