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Incorporation & Business Structure

Whether you are a freelancer considering going limited, an agency founder thinking about a holding company, or a multi-agency group considering restructuring, this is where we cover the structural decisions that shape how your business is taxed and owned.

Sole Trader vs Limited Company for Agencies

Operating as a sole trader is simple but exposes your personal income to income tax at 20%, 40% or 45% depending on your earnings. A limited company pays corporation tax at 19% or 25% on profits, and you choose when and how much to extract as salary and dividends. Once your agency is generating consistent profit above your personal living costs, incorporation is typically worthwhile. The break-even point varies but is often around £30,000–40,000 of profit retained in the business annually.

Holding Companies and Group Structures

A holding company sits above your trading agency and receives dividends from it free of further corporation tax (under the substantial shareholding exemption in most cases). This allows profits to accumulate in the holding company for reinvestment or acquisition without personal tax leakage. Many growth-stage agency founders move to a holding company structure before making acquisitions or bringing in investors, as it protects retained cash from trading risks.

Alphabet Share Structures for Agency Founders

Alphabet share structures allow companies to issue multiple classes of shares (A shares, B shares, C shares etc.) with different rights over dividends. This enables flexible dividend allocation between shareholders, for example paying more to a lower-earning spouse or to shareholders at different tax rates. HMRC's settlements legislation (Section 624 ITTOIA 2005) applies, so the structure must be commercially justified. We help clients design compliant structures that pass HMRC scrutiny.

Thinking about incorporating or restructuring your agency?

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