If you’re starting a business or already running one as a sole trader, the question of structure is one of the most consequential decisions you’ll make. Get it right and you save tax, protect your personal assets, and set the business up to grow.
The position in 2026/27 is different from a few years ago. Dividend tax rose again in April, the Personal Allowance is still frozen, and Making Tax Digital starts pulling sole traders into quarterly filing.
The case for incorporating is no longer the slam-dunk it once was at modest profit levels – which makes a proper look at the numbers more important, not less.
The Two Structures Side by Side
| Sole Trader | Limited Company | |
|---|---|---|
| Legal status | You and the business are the same legal person | Separate legal entity |
| Setup | Register with HMRC for Self Assessment | Incorporate at Companies House and register for Corporation Tax |
| Tax basis | Income tax + Class 4 NI on whole profit | Corporation Tax on company profit, then personal tax on extraction |
| Personal liability | Unlimited | Limited to investment (with exceptions for personal guarantees) |
| Profit retention | Taxed when earned, regardless of drawdown | Only personal tax when drawn |
| Public records | Private | Accounts and director details on Companies House |
| Spouse income split | Not available | Possible via shareholdings |
| Losses | Can offset against other personal income | Ring-fenced inside the company |
| Sale of business | Asset sale, more complex | Sale of shares, often cleaner |
| MTD | MTD for Income Tax from April 2026/2027/2028 depending on qualifying income | Company tax filing is already digital, but MTD for Corporation Tax has not been mandated |
That structural difference drives almost everything else: how you’re taxed, what admin you take on, how much liability you carry, and how easily you can sell or grow the business.
How the Tax Works
Tax is usually the first thing people compare, so let’s get the mechanics straight.
Sole Trader Tax
Sole traders pay tax on profits through Self Assessment, with three layers:
- Income tax – nothing on the first £12,570 (Personal Allowance), 20% on profits up to £50,270, 40% up to £125,140, and 45% above that
- Class 4 National Insurance – 6% on profits between £12,570 and £50,270, then 2% above £50,270
- Class 2 National Insurance – compulsory Class 2 was abolished from April 2024 for most self-employed people. Those with profits above the Small Profits Threshold still receive a qualifying year for contributory benefits, while those below it may be able to pay voluntary Class 2
The whole profit is taxed in the year it’s earned, whether you take the cash out or not. There’s no separate company-level tax to worry about.
Limited Company Tax
Limited companies pay Corporation Tax on their profits at 19% under £50,000, 25% above £250,000, and an effective 26.5% on the marginal pound between those two figures. The director then takes money out as some combination of:
- Salary – often set around the Personal Allowance where that is tax-efficient, although the best figure depends on Employment Allowance, other employees, other income and National Insurance thresholds. A £12,570 salary creates employer NI if no Employment Allowance is available, but the salary and employer NI are normally deductible for Corporation Tax
- Dividends – paid from post-tax profits at 10.75% (basic), 35.75% (higher) or 39.35% (additional rate), with the first £500 covered by the dividend allowance
The numbers behind the optimal salary and dividend mix in 2026/27 are covered in our directors’ salary and dividends guide, with worked examples at three profit levels.
Where the Break-Even Sits in 2026/27
The honest answer is that, on a pure tax comparison where every pound of profit is drawn personally each year, the two structures are now much closer than they used to be.
After the April 2026 dividend tax rise, a sole trader and a sole director taking all their profits as income land within a few hundred pounds of each other across most of the £30,000–£100,000 profit range – sometimes with the sole trader slightly ahead.
Quoting a single break-even figure would be misleading. The like-for-like tax position is too sensitive to assumptions:
- Whether you can claim the Employment Allowance (worth £1,135 a year on a £12,570 salary)
- Whether profits stay in the company or get fully drawn each year
- Whether a spouse or civil partner can share dividends
- Whether pension contributions are made through the company or personally
- Accountancy and Companies House admin costs of running a company (typically £800–£1,500 a year)
- Scottish or Welsh income tax differences
The simpler way to put it: the case for incorporation in 2026/27 rarely hinges on a straight tax saving from extracting profit. It hinges on the things a tax comparison can’t capture – limited liability, retained profits, pension flexibility, income splitting, and commercial credibility. Those are covered below.
What the Numbers Don’t Show
The like-for-like tax position only tells part of the story. Three other factors often weigh heavier than the £-for-£ comparison:
- Personal liability: A sole trader is personally on the hook for business debts and lawsuits. A bad contract, an unhappy customer, or a major supplier going under can put your house, savings and personal assets at risk. A limited company puts a legal wall between you and the business.
- Profit retention: Sole trader profits are taxed in the year they’re earned, whether you take the cash or leave it in the business account. Limited companies only get taxed at personal level on what’s actually drawn. If you want to reinvest – buy equipment, build cash reserves, fund growth – a company lets you defer personal tax and retain profits after Corporation Tax, rather than paying Income Tax and Class 4 NIC on the full profit immediately.
- Income splitting with a spouse: Where a spouse or civil partner is also a shareholder, dividends can be paid to both, using two sets of Personal Allowances and basic-rate bands. This only works where the spouse genuinely owns shares carrying real rights to dividends and capital – the settlement rules and proper company law paperwork need to be in place.
- Credibility and contracts: Some clients and procurement processes won’t deal with sole traders. In professional services, IT and consulting, being a limited company is often a requirement rather than a preference.
What’s Changed for 2026/27
A few moving parts to factor into the decision this year:
- Dividend tax went up on 6 April 2026: Basic rate from 8.75% to 10.75%, higher rate from 33.75% to 35.75%. That’s narrowed the company advantage on extracted profit.
- MTD for Income Tax starts hitting sole traders: From 6 April 2026, sole traders and landlords with qualifying income over £50,000 have to keep digital records and file quarterly updates. The threshold drops to £30,000 from April 2027 and £20,000 from April 2028. Our MTD for ITSA guide has the detail.
- MTD narrows the admin gap: Once MTD ITSA bites, sole traders are also keeping digital records and filing quarterly. The historic admin advantage of staying a sole trader is smaller than it used to be.
- Frozen thresholds: Personal Allowance and basic-rate thresholds remain frozen until April 2031 under current policy, which means more sole trader profit drifts into higher rate bands as nominal incomes rise.
The cumulative effect is that the bar for incorporation on tax grounds alone is higher than it was three years ago. Many businesses between £40,000 and £80,000 of profit are roughly even on a like-for-like comparison – which means the decision turns on the non-tax factors instead.
When Sole Trader Tends to Be the Right Call
Some situations where staying a sole trader usually makes more sense:
- Profits under £30,000–£40,000 with no near-term plans to scale
- Low-risk activities with limited exposure to lawsuits or large debts
- Trading for the short term, testing a new venture before committing to a structure
- Loss-making early years where setting losses against other personal income matters more than future tax efficiency
- Wanting privacy – sole trader accounts aren’t published anywhere
Many people start as sole traders and incorporate later. That’s a perfectly normal pathway, and the tax cost of switching is usually small if it’s done at the right moment.
When Incorporating Tends to Be the Right Call
Some situations where a limited company tends to win:
- Profits comfortably above £50,000 where you don’t need to withdraw everything personally each year
- Higher-risk activities where personal liability is a real concern
- Plans to bring in a spouse, partner or investor as a shareholder
- Clients or contracts that prefer or require limited company status
- A long-term plan to sell the business as a going concern
- Larger pension contributions that sit better as employer contributions
There’s also a separate case for an LLP (limited liability partnership) where two or more people are involved and want partnership-style flexibility with limited liability. That’s a more specialist conversation and worth running past an accountant before pulling the trigger.
How Double Point Can Help
The right structure depends on your numbers, your sector, your appetite for admin, and where you want the business to go. The headline tax comparison doesn’t tell you everything – a £45,000-profit sole trader with growth plans and a spouse to share dividends with is in a very different position from a £45,000-profit sole trader with no plans to expand.
At Double Point, our chartered accountants help business owners across the UK choose between sole trader and limited company structures, model the tax position properly, and handle the setup and ongoing compliance whichever way you go.
Book a free consultation and we’ll talk through your specific position.