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Compare a private company limited by shares, an LLP and a proprietorship against the way you want to own and run the business.
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.
| Question | Private company limited by shares | LLP | Proprietorship |
|---|---|---|---|
| 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. |
Use these notes with the linked guides. An unknown answer is a point to resolve, not a reason to assume a particular entity.
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.
Companies Act 2013: sections 2(22), 4 and 9 · LLP Act 2008: sections 3 and 27–30
Source material consulted 2 October 2026.
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