b4 – proven idea resources legal information for new start-ups

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Legal Information for

New Start-Ups


B4 - Legal Information for B4 - Legal Information for New Start-UpsNew Start-Ups

Aim: • To understand the different legal forms a business can

take and what considerations you will need to start one.Learning outcomes:• Understand the different types of legal business structure.• Know what business names can and cannot be used.• Understand the major legal implications in setting up a business.• Know who to contact and why in order to become self employed, or a business owner/manager.


OutlineOutline

• Types of businesses

• Choosing a name

• Insurance

• Licenses

• Self-Employment, Tax & NI & VAT

• Contacts

• Exam!!!!


Legal forms of businessLegal forms of business

• Sole Trader

• Partnership

• Limited Liability Partnership

• Limited Company


Sole TraderSole Trader

• Simplest way to run a one-person business

• Does not involve paying any registration fees.

• Keeping records and accounts is straightforward.

• You get to keep all the profits…but you are personally liable for any debts that your business accumulates.


Sole TraderSole Trader• Set-up

– You need to register with the Inland Revenue as self-employed.• Management and raising finance

– You make all the decisions on how to manage your business.– You raise money for the business out of your own assets, and/or with loans from

banks or other lenders.• Records and accounts

– You have to make an annual self-assessment return to the Inland Revenue.– You must also keep records showing your business income and expenses.

• Profits (Losses)– Any profits (or losses) go to you.

• Tax and National Insurance– As you are self-employed, your profits are taxed as income. You need to pay

fixed-rate Class 2 National Insurance contributions (NICs) and Class 4 NICs on your profits.

• Liability– As a sole trader, you are personally responsible for any debts run up by your

business. This means your home or other assets may be at risk if your business runs into trouble.


PartnershipPartnership

• In a partnership, two or more people share the risks, costs, and responsibilities of being in business. Each partner is self-employed and takes a share of the profits. Usually, each partner shares in the decision-making and is personally responsible for any debts that the business accumulates.

• Unlike a limited company, a partnership has no legal existence distinct from the partners themselves. If one of the partners resigns, dies or goes bankrupt, the partnership must be dissolved.

• A partnership is a relatively simple and flexible way for two or more people to own and run a business together. However, partners do not enjoy any protection if the business fails.


PartnershipPartnership• Set-up

– Each partner needs to register with the Inland Revenue as self-employed.

– It's a good idea to draw up a written agreement between the partners. For further advice, consult an accountant or solicitor.

• Management and raising finance– Partners themselves usually manage the business, though they

can delegate responsibilities to employees.– Partners raise money for the business out of their own assets,

and/or with loans. It's possible to have 'sleeping' partners who contribute money to the business but are not involved in running it.

• Records and accounts– The partnership itself and each individual partner must make

annual self-assessment returns to the Inland Revenue.– Must keep records showing business income and expenses.


PartnershipPartnership

• Profits– Each partner takes a share of the profits.

• Tax and National Insurance– As partners are self-employed, they are taxed on their

share of the profits. Each partner needs to pay fixed-rate Class 2 National Insurance contributions (NICs) and Class 4 NICs on their share of the profits.

• Liability– Each partner is personally responsible for all debts

run up by the partnership as a whole. This means their homes or other assets may be at risk if the business fails.


Limited Liability Partnership Limited Liability Partnership (LLP)(LLP)

• A Limited liability partnership (LLP) is similar to an ordinary partnership – as a number of individuals or limited companies share in the risks, costs, responsibilities and profits of the business.

• The difference is that liability is limited to the amount of money they have invested in the business and to any personal guarantees they have given to raise finance. This means that partners have some protection if the business runs into trouble.



• Set-up– There is no restriction on the number of members, but at least two must

be "designated" members - with extra legal responsibilities on them. – LLP must register (incorporate) at Companies House. – It's a good idea to draw up a written agreement between the partners.

For further advice, consult an accountant or solicitor.

• Management and raising finance– Usually the members manage the business, but can delegate

responsibilities to employees.– Members raise money out of their own assets, and/or with loans.

• Records and accounts– The LLP itself and each individual member must make annual self

assessment returns to the Inland Revenue.– All LLPs must file accounts with Companies House.



• Profits– Each member takes an equal share of the profits, unless the partnership

agreement specifies otherwise.

• Tax and National Insurance– Members of a partnership are taxed on their share of profits and pay the

tax and National Insurance (NICs), according to their business structure.– An individual will pay income tax and NICs, and a limited company

partner will pay corporation tax.

• Liability– Every LLP must have at least two designated members. Read the list of

extra legal responsibilities placed on them at the Companies House website.


Limited Liability Company (Ltd. and plc)Limited Liability Company (Ltd. and plc)

• Limited companies exist in their own right, distinct from the shareholders who own them. This means their finances are clearly separated from the personal finances of their owners.

• Shareholders may be individuals or other companies. They are not responsible for the company’s debts (unless they have personally guaranteed a bank loan, for example). However, they may lose the money they have invested in the company if it fails.

• Main types– Private Limited companies can have one or more members (eg

shareholders). They cannot offer shares to the public (eg on the stock exchange).

– Public limited companies (PLCs) must have at least two shareolders and can offer shares to the public. A PLC must have issued shares to a value of at least £50,000, before it can trade.

– Private unlimited companies: these are rare and usually created for specific reasons. Legal advice is recommended before creating one.


Limited Liability Company Limited Liability Company (Ltd. and plc)(Ltd. and plc)

• Set-up– Must be registered (incorporated) at Companies House.– Must have at least one director (two if it's a PLC) and a company

secretary, who may also be shareholders.• Management and raising finance

– A director or board of directors make the management decisions.– Finance comes from shareholders, borrowing and retained profits.– PLC’s can raise money by selling shares on the stock market, but

private limited companies cannot.• Records and accounts

– File accounts with Companies House.– A "shuttle" annual return (form 363s) will be sent before the anniversary

of incorporation each year. It needs checking, amending and returning to Companies House with the appropriate fee.The directors and secretary are responsible for notifying Companies House of changes in the structure and management.


Limited Liability CompanyLimited Liability Company(Ltd. and plc)(Ltd. and plc)

• Profits– Profits are usually distributed to shareholders in the form of dividends. – From 1 April 2004, distributions to individuals by companies with

taxable profits subject to a zero rate of corporation tax, will be subject to a minimum of 19 per cent corporation tax.

• Tax and National Insurance– Companies pay corporation tax and must make an annual return to the

Inland Revenue.– Company directors are employees of the company and must pay Class

1 National Insurance contributions as well as income tax on their salaries.

– If your company or organisation has any taxable income or profits, you must tell the Inland Revenue that your company exists and that it is liable to tax.

• Liability– Shareholders are not personally responsible for the company's debts,

but directors may be asked to guarantee loans to the company.


FranchisesFranchises

• Buying a franchise is a way of taking advantage of the success of an established business. As the 'franchisee', you buy a licence to use the name, products, services, and management support systems of the 'franchiser' company. This licence normally covers a particular geographical area and runs for a limited time.

• The way you pay for the franchise may be through an initial fee, ongoing management fees, a share of your turnover, or a combination of these.

• A franchise business can take different legal forms - most are sole traders, partnerships or limited companies. Whatever the structure, the franchisee's freedom to manage the business is limited by the terms of the franchise agreement.


Buying a businessBuying a business

• Take advice!

• Try to get at least 3 years accounts

• What is it worth to you? (this may be very different to the asking price)

• One approx. rule of thumb: – annual profit x 1.5


Choosing a name (1)Choosing a name (1)

• Do you want the name to reflect what your business does? Or would something more abstract be suitable?

• Would it be a good idea to include your own name? • Do you want a traditional-sounding name, conveying

durability and old-fashioned values, or a modern name, suggesting a fresh, innovative approach?

• Think about the future: avoid words or phrases that are likely to date quickly, or limit your trading opportunities.

• If you’re likely to be trading overseas, check that the name doesn’t mean anything inappropriate in the relevant languages.

• Think about callers and customers: avoid very long names, strange wordings and unusual spelling.


Choosing a name (2)Choosing a name (2)

• You can choose just about any name you want…

• …But…..

• There are specific rules that you must follow when choosing limited company names, sole trader and partnership names. And, for all types of business, there are some sensitive words and expressions that you can't use without official permission e.g. trade marks such as McDonalds.


Sole trader and partnership namesSole trader and partnership names

• People operating as sole traders or in partnerships can trade under their own names, or choose a different business name.

• The name must:– not be offensive – not include the words "limited", plc or equivalent – not contain sensitive words and expressions (unless

you've obtained permission to use them)


Sensitive words and expressionsSensitive words and expressions

• There are some words and expressions that you can’t use in a business name unless you have official permission. These are words that might give a false impression about your business. They are known as sensitive words.

• The rules about sensitive words apply to all types of businesses and fall into five main groups:-

Type of expression Examples

Words that suggest your business is of national importance

British, Irish, National, International, European

Words that suggest a special status

Association, Authority, Chamber of Commerce, Chartered, Council, Institute, Society

Words that suggest a particular function

Charity, Insurance, Register, Trust

Words that suggest a specialised activity

Architect, Chemist, Health Centre

Words that suggest connections with government or royalty

Parliament, Government, Royal, Queen, Prince


Sole trader and partnership namesSole trader and partnership names• Is anyone else using your proposed business name?• If a sole trader at the other end of the country is using it,

there may not be a problem; but if another local business or a national firm is using it, you should definitely come up with a different name.

• Check local phone books, business directories and the Internet.

• Make sure that your proposed name - or something similar - hasn’t been registered by a company. You can do a company search on the Companies House website.

• Make sure that the name isn't too similar to a word or expression that has been registered as a trade mark. Check the Patent Office website to find out whether your chosen name has already been registered as a trade mark.


Limited company namesLimited company names

• If you’ve decided to form a limited company, you’ll need to register your name and other details with Companies House, but first:

• Check that your proposed name doesn’t break the rules.– Your company name must end with limited, plc or Ltd (or Welsh

equivalent) and must not be used anywhere other than at the end of the name.

– The name isn't offensive.– The name isn't the same as - or very similar to - one already in

the register.– The name doesn't include any sensitive words or expressions -

unless you have obtained permission to use them.


Getting your name on the webGetting your name on the web

• Even if you are not intending to create a website for your business immediately, it’s likely that you’ll want to have a presence on the web at some point in the future. This could be

• Single screen advertising your company and giving contact details

• Site that allows customers to browse through products, place orders and make payments online.


Getting your name on the webGetting your name on the web

• Domain names– The address at which a website is located, for

example my-new-business.co.uk, is known as a domain name. (For most businesses based in the UK, a name ending with .co.uk is suitable.)

– Your email address will normally include this name, for example [email protected].

– To reserve a domain name for your business, you need to register it through an agent, who will charge a small annual fee. It’s a good idea to do this as soon as possible - even if you’re not going to use your domain name straight away.


Registering your domain nameRegistering your domain name• Decide on a suitable domain name for your business:

– You can use numbers as well as letters. Hyphens can be used to separate words - but you can’t include spaces, full stops or other punctuation. It’s a good idea to have a few alternative names in case your first choice has already been taken.

• Check whether the name is available:– The official registry for UK domain names is Nominet - you

can use their website to check whether your chosen domain name is available.

• Register the name– This is a simple process which you can carry out online

with any registration agent. There are hundreds of to choose from - a good starting point is Nominet's list of registration agents.


Useful Sources of InformationUseful Sources of Information• Related guides on http://www.businesslink.gov.uk

– Choose the right legal structure for your business– Set up and register a limited company (private or plc)– Set up and register as self-employed– Book a course on Putting Your Business On The Web through our Training Directory

Related web sites you might find useful• View a full list of guidance booklets on the Companies House website:

http://www.companieshouse.gov.uk/about/guidence.shtml

• Check registered companies at the Companies House website:http://www.companieshouse.gov.uk/info

• Check registered trade marks at the Patent Office website:http://webdb4.patent.gov.uk/tm/text

• Find out about choosing a name for your business on the National Business Register website:

http://www.anewbusiness.co.uk


Business InsuranceBusiness Insurance

• Compulsory:– Motor vehicles– Employers Liability

• Essential:– Public Liability– Fire, theft

• Others as appropriate:– Professional Indemnity– Personal Accident, Health, Life, Pensions– Goods in transit

Contact an Accredited Broker or Professional body


LicensesLicenses

• Your business may require a license to operate– It is your responsibility to find out.

• Who to apply to:– Local Authority– Environment Agency– HM Customs & Excise– Information Commissioner– Police– Traffic Area Office


Self-employmentSelf-employment

• To be a sole trader, a partner or a member of a limited liability partnership, you must be self-employed.

• You must register with the Inland Revenue.– This does not mean that you can’t also do other work

as an employee, but the work you do for your business must be done on a self-employed basis.

– You may be fined £100 if you fail to register within three months of becoming self-employed.


Self–employmentSelf–employmentWho to contact for helpWho to contact for help

• Tax– Inland Revenue

• National Insurance– Inland Revenue

• Value Added Tax– Customs & Excise– You must register for VAT if your business

turnover exceeds £56,000


Record KeepingRecord Keeping

• Start now!

• What to keep?– Receipts, Invoices, Bank Statements, Pay-in

book, chequebook, Business mileage.– (You will need to start doing your accounts!)

• How long for?– 6 years


Useful WebsitesUseful Websites

• Business Link National Website:– www.businesslink.gov.uk

• Local e.g. North Yorkshire– www.here4business.co.uk/blyny

• Inland Revenue– www.inlandrevenue.gov.uk

• Customs & Excise– www.hmce.gov.uk/


Quick QuizQuick Quiz1. How many different legal forms of business are there?2. Name them3. What do LLP, Ltd and PLC stand for?4. Are directors and shareholders personally liable for a

companies debts?5. Why might you contact ‘Companies House’?6. Is a Franchise a legal form of business?7. What 3 names can you not use for your business?8. How much can you be fined for not registering as self-

employed within 3 months?9. Which government agency should you contact for VAT,

NI and Tax.10.How long to you need to keep Invoices etc. relating to

your business?

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