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Limited Company

Your helpful guide to setting up a limited company

Not just your everyday accountant |


Thinking of setting up
a limited company?
In forming a new limited company, you are creating something new
that is yours to grow, nurture and develop. It’s exciting, it brings a sense of
achievement and has the potential for great financial return. To operate as
a limited company is a big decision. It demands commitment and carries a
lot of responsibility. However, there is a lot to think about. There are the
legalities of creating and registering a new business, tax compliance,
ongoing administrative requirements and not to mention the day-to-day
process of actually running the business and making a profit. This guide
has been written to help you understand what is takes to form your own
limited company. If you are thinking of setting up a limited company,
or would just like to know a little more about what the process involves, have
a read through. In simple terms it will explain what you need to do to get
up and running, and what you will need to do as a director of a company.

Here’s the content


What is a limited company? pg 2
What are the requirements? pg 3
Here are the benefits pg 4
The formation process pg 5
A bit about the documentation pg 8
Your responsibilities as a director pg 9
Do I need to register for VAT? pg 11
A few words on business insurance pg 12
Time to start trading? pg 13
Don’t forget the administration pg 15
Here’s a little about Brookson pg 16
And here’s how we can help you pg 17

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What is a limited company?
There are two types of limited company.

P
 ublic Limited Companies are publicly traded on the stock market and are
referred to as PLC’s.
P
 rivate Limited Companies are privately owned businesses and are referred to as
a LTD Company.

It is highly unlikely if you are registering a limited company for the first time, that you
will be considering the rigors of life on the stock exchange, so for the sake of the detail in
this guide, we will focus on the process of setting up a Private Limited Company. So what
exactly is a limited company?

A limited company – must be registered at Companies House


This is where all UK companies are registered. It’s main purpose is to maintain the records
of registered companies and to make this information available to the public. They also
hold some discretionary powers on behalf of the Secretary of State, particularly with
regards to the naming of companies. Visit their website at www.companieshouse.gov.uk.

A limited company – is owned by it’s shareholders and run by


it’s directors
If you are opening your own limited company, you are both a director and a shareholder.
We will cover these responsibilities a little later on.

A limited company – is governed by it’s own articles of association


These are the internal rules by which the company will be managed, every company must have
articles by law and all members of the company must adhere to these rules.

A limited company – is a legal entity in it’s own right


In other words, it has it’s own legal rights and obligations. That means any profits and losses
belong to the company; so the business itself can continue regardless of the death, resignation
or bankruptcy of the shareholders or directors, the people who run the business.

A limited company – offers limited liability


This means the company (as it’s own legal entity) is liable for its debts. The shareholders and
directors are not personally liable for company debts. Their liability is limited to paying to the
company what they have agreed to pay for their shares (more about that later). This is very
different for example to a sole trader, who is held personally responsible for any debts in the
business. In the case of a sole trader, any outstanding debts must be met from personal assets.

Once you register your limited company at Companies House, you take on a degree of
responsibility. There are people to help however, so you should be careful to choose an
accountancy partner who can help through each of the stages, from setting up your business
to helping with the ongoing administration.
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What are the requirements?
Setting up, owning and operating a limited company is a major commitment. Once you
decide to go for it, you will be responsible for each and every step of the process and
for ensuring these are all managed and completed correctly. There are strict legislative
deadlines and harsh penalties should these be missed.

Incorporation
This is the first stage of the process, where you create your own company. We will cover
the detail later in the document, but registration in itself is a relatively simple process.
You can do it yourself, your accountant could do it for you, or you could employ the
services of a company formation agent. Either way, the objectives are the same, to register
your new company and all the details at Companies House. Incorporating lends credibility
to the business. It also means you have to appoint a director who is ultimately responsible
for running the business.

Directors responsibilities
It is the director’s responsibility to ensure that the company meets it obligations and that
it is run in accordance with The Companies Act 2006 (and re-inacted). According to this act,
all Private Limited Companies must have at least one director. Typically, you will perform
this role yourself. You need to ensure that the company complies with company law, that
it accounts properly with full disclosure, that it makes all statutory returns, is adequately
insured and meets all health and safety obligations.

Administration and compliance


Ensuring the company meets all of these obligations and complies with law creates a degree
of administration. You will be responsible for filing company accounts, for arranging payment
of Corporation Tax, National Insurance and PAYE obligations. Depending upon the turnover of
your business, you may also have to file VAT returns. These need to be done correctly, to the
required specifications by the imposed deadlines and any tax due must be paid on time.

Being the director of a business carries considerable responsibility. There are accounting
partners out there to help you, who will work with you to minimise the administration. If
you are unsure about the administrative side, then you should speak to them, use them,
but ultimately, as a director of the business, the responsibility rests with you.

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Here’s the benefits
Whilst running a limited company does have its fair share of responsibility, and the administrative
responsibilities are certainly greater than those of a sole trader, there are many advantages too.

Limited liability
In simple terms, if you run a limited company you are protected should things go wrong.
Assuming all rules have been followed, as a director you will not be personally liable for any
financial losses made by the company. This is not the case for sole traders, who are not protected
in the event that things go wrong. They are liable for all financial losses within the business.

Separate entity
As we established earlier, a limited company is a legal entity in its own right. This means
that everything from the company bank account, to the ownership of assets relates to the
business. They are totally separate from the interest of the directors and shareholders.
Whereas a sole trader and their business are treated as a single entity for tax and
administrative purposes.

Tax
One of the main benefits of working via a private limited company is that you can benefit from
a tax efficient way or running your own business. As a director and shareholder of a limited
company you could elect to take the majority of your income in the form of dividends, which
enables you to manage your own tax liability and potentially save on National Insurance costs.

Perception
If you plan to do business with larger companies, it can help if you are working via a limited
company as it gives of a more professional image. In some industries, it may even be a
mandatory requirement as they will not deal with sole traders or partnerships.

Protection
As well as the limited liability protection mentioned above, once you have successfully
registered your company, your company name is protected by law. Companies House has
very stringent rules for the naming of companies so no one else can use the same name as
you, or anything deemed too similar.

Ownership and succession


As the sole shareholder in your business, you own the business. However, a limited company
can easily transfer ownership of shares, or existing shareholders can sell a stake in the
company to other parties at any time. If for example a shareholder wishes to retire, or bring
a new director on board, it is far easier to transfer ownership, or part ownership, of a limited
company than it is with a less formal business structure. The best business structure for you
is dependent upon your own individual circumstances. You should always seek professional
advice before starting up in business.

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The formation process
The incorporation of a new company is an exciting time. You are creating something new.
Your dreams, your ideas, aspirations, hopes and plans, all coming together into a new
creation. It’s your business, your future and your responsibility. So it is really important to
get it right from the start. It is also a legal process so there are certain rules to follow and
specific forms need to be completed and registered. Having said that, it has never been
easier to register a limited company.

Finding a name
When you start up a new business, one of the first things you need to do is choose a name
for your company. This requires some thought for a number of reasons. Not only is it the
first thing potential customers will see, but you have to keep it for the life of your venture.
You don’t want to have to live with something that you don’t like, or is no longer reflective
of your business. You must also ensure that your chosen name meets all the statutory
requirements, rules and restrictions imposed by company law. For example, it must not
infringe the rights of others, it should not be too similar to any name already registered
and it should also be adequately protected against others, who could look to use the
name, or others similar in the future.

There are other considerations too


A private company name must end with ‘Limited’ (or Ltd).
It must not contain certain words or expressions (listed by Companies House).
It must not imply a connection with central or local government.
It must not be offensive.

While you are thinking about your company name, you should look to research domain names
at the same time. Whilst your website address is totally separate and not included as part of
the company registration process, you could save yourself a lot of time, stress and money
further down the line by researching both together. There is a lot to consider when choosing a
name, but it’s also a really exciting time. Take your time, think creatively and talk to people.
Once you have some ideas, you can test them out on the Companies House website, at
www.companieshouse.gov.uk.

Registration
This is the point at which the formalities and the legal processes begin. Up until now, forming
a limited company has been an idea in development, a creative process of thinking, preparing
and planning. At the point of registration, all of your ideas about running your own company
become a reality. This may seem a daunting prospect. In fact, it’s a very simple process.

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What you need to do
To set up a private limited company, you need to submit all of the relevant information
to Companies House. This includes detail on the name of the business, the directors, the
shareholders and detail on how the business will be run. The information needed, and the
forms you need to fill in are is covered in more depth later on in this guide.

How you do this


These forms can be submitted either electronically, or in the more traditional way by sending
hard copies of the paper forms. Either way, the information needed is exactly the same.
Although you can register a limited company yourself, it is worth bearing in mind that it
is a formal legal process so you may need the help of someone who fully understands the
requirements. A number of accountants offer these services, you could also use a solicitor, or
increasingly these days people choose the services of a company formation agent.

Online company formation


Typically, these agents will complete the necessary paperwork for you, and submit the forms
electronically to Companies House. These days, a lot of formation agents operate online. One
consequence of this is competition, and there is a lot of it. There is no shortage of people offering
to help set up your company, so naturally the level and quality of service and support you will
receive from different agents varies greatly. It is worth taking some time to review your options.
If you decide you would like some assistance, whichever route you choose, pick up the phone,
speak to them and get a feel for how they operate. They are there to help, but always bear in
mind, it is your company they are helping to set up. The responsibility ultimately lies with you.

What happens then


Once the information is received at Companies House, it is checked to make sure that the
company name is acceptable and that all the documentation is correctly submitted. If all is
in order, then your company is formed and a Certificate of Incorporation is issued. This shows
the exact name under which your company is registered, the date of incorporation and the
company registration number.

Congratulations, you are now a director of your own limited company!

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How long it takes
This varies and is ultimately down the the quality of the information submitted, but
typically it takes around a week to complete the registration process. If you really need
to be up and running quicker than that then for a small fee, Companies House are able
to process the registration on the day it is received assuming the documentation is all in
order. If you prefer to use the services of a solicitor, accountant or formation agent, the
service fees tend to be all inclusive, and vary widely in relation to the level and the speed
of service you require. Take time to research your options in detail.

A note on ready made (off the shelf) companies


One alternative method to incorporating a totally new business, is to acquire a ready made,
or ‘off the shelf’ company. These are companies that are already formed, and have already
been incorporated, but have not yet traded. They are set up for the purpose of resale and
are named in many different ways, reflective of different styles of businesses, for example
marketing, consulting, engineering. The purpose of this approach is to short cut the
registration process if a company needs to be formed quickly. However, with the growth of
company formation agents, the speed of electronic registration and the abilities for same
day registration – the need for ‘off the shelf’ companies is now largely obsolete.

So, the process of incorporating your company is in reality, very simple. It is possible to do it
yourself as all the forms you need are available online or directly from Companies House.

It is worth noting however that this is also a legal process, and the accuracy of the information
you provide is incredibly important. It is your company you are forming, and it is down to you
to ensure it is all set up in line with your requirements and expectations. Any mistakes at this
important stage can be time consuming and potentially costly to correct at a later date.

With such a wide range of supporting services from accountants, solicitors and formation agents,
it makes sense to shop around, to research the market and find a service that works for you.

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A bit about the documentation
In the large majority of cases these days, companies are registered online through a formation
agent. This way the forms are all completed electronically, and the registration process is
much quicker. It is of course still possible to register directly using the paper forms, they are
all available from Companies House, but this is a more time consuming and costly process.

Whichever method you ultimately choose, the documents and the detail required are
exactly the same.

When registering a limited company the following documents


must be sent toCompanies House:
1. Form IN01
This is the formal application to register your company. It asks for the following information:
The name of the company.
The type of company (public or private).
The address of the registered office.
Details of the company secretary (optional) and the company directors.
The statement of capital – ie detail of the shares and who will be holding them.
A statement of compliance with the Companies Act 2006.

Before you complete this form, it is important to ensure that the company name you want
is available and that it meets all the statutory requirements. It must also be accompanied
by the Memorandum of Association.

2. Memorandum of Association
This is a very simple, but very important document that contains the names and
signatures of the shareholders of the company and records their intention to take at least
one share in the company. Once your company has been incorporated and registered, you
cannot amend the Memorandum of Association.

3. Articles of Association
These are the internal rules by which the company will be managed. Every company must have
these by law and all members of the company must observe these rules. New ‘model’ articles were
introduced on 1st October 2009, these apply by default to all new companies unless you submit you
own. You can download a copy of the Model Articles here. Articles include details about the following:

The directors, their powers and responsibilities.


Information on shares, dividends and their distribution.
Other administrative issues.
These are all the documents that are needed initially to register a limited company at
Companies House.
Pg 8 |
Your responsibilities as a director
If you are setting up your own limited company, you will usually be a director and a
shareholder of the company. There is a difference between the two. As a shareholder, you
own the company. As a director, you are responsible for the managing the company on
a day-to-day basis. A private limited company must have at least one director. Directors
have to abide by a number of duties as defined within the Companies Act 2006. These are
captured in a statutory statement of seven general duties as follows:

Duty to act within your powers as a company director.


Duty to promote the success of your company.
Duty to exercise independent judgement.
Duty to exercise reasonable care, skill and diligence.
Duty to avoid conflicts of interest.
Duty not to accept benefits from third parties.
Duty to declare interest in proposed transaction or arrangement with the company.

As a director it is your responsibility to manage the company in accordance with the Articles of
Association and the law. Within this, you carry a number of financial and legal responsibilities.

Financial responsibilities:
Company Accounts
All limited companies are obliged to maintain accurate accounts. As a director of your
company, it is your responsibility to ensure these accounts are completed and maintained
to the required standards and that they are a true and fair representation of the financial
position of the company. These accounts must also be filed on time, each year with
Companies House.
Changes to the accounting reference date
The accounting reference date is the date to which the company accounts are prepared on
an annual basis. If this needs to change for any reason, it is the directors responsibility to
inform Companies House of the new date and to file subsequent accounts in line with it.

Corporation Tax Returns


A Corporation Tax return must be filed with the HMRC and any tax liabilities that are due
must be paid by the imposed deadlines. It is also the directors responsibility to ensure the
company trades solvently, and that it is able to meet it’s financial obligations. This includes
the payment of any suppliers, staff and compliance with all tax and National Insurance rules.

| Pg 9
Legal responsibilities:
Annual Return
The annual return must also be sent to Companies House each year, generally on each
anniversary of the company date of registration. This covers a lot of the information that is
currently on file about directors, shareholders, registered office and industry classification
and is required to ensure that all records on file are accurate and up-to-date.
Change of registered office
If a company moves, or you need to change the registered office for any reason, Companies House
needs to be informed so the records can be kept up-to-date.

Change of directors
You are also responsible for updating Companies House of any changes to in the particulars
of the company directors, shareholders or company secretary.

As a director you are an officer of the company, responsible for the management of the
business for the benefit of the shareholders. The same person can be both, but it is the
responsibility of the director to always act in the interests of the company.

A director who fails to meet these obligations, may be heavily fined and the company
could be struck of the register. Meeting these responsibilities and abiding by the rules is a
major commitment and not one too be taken without consideration.

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Do I need to register for VAT?
When you set up a limited company, you are not automatically registered for VAT. However if
your business either reaches or is expected to reach the VAT threshold during any 12 month
period, then you must register for VAT unless you meet either of the following conditions:
You only sell goods or services that are exempt from VAT.
You are not in business according to the the definition that HMRC uses for VAT purposes.
In other words, if you hit the threshold, you MUST register for VAT if you are in business
and selling products or services that are subject to VAT. The threshold usually increases
each year. If you do have to register, then you are obliged to charge VAT on your invoices.
This in effect increases the cost of your services by the VAT rate. It also means you can
reclaim the VAT from any purchases you make for the business. In some cases businesses
choose to register for VAT even if they operate below the threshold and therefore do not
need to. Having a VAT number may help give credibility to the smaller business, making it
appear larger then it actually is. However you may need to consider whether your charging
VAT may impact on your price to your customers.

Flat Rate VAT


Depending upon the size and nature of your business, it may be preferable to register for
the flat rate VAT scheme. This offers a simpler way of accounting for VAT. Should you need
it, further information on this can be found in our Guide to Flat Rate VAT.

Either way, you should really speak with an accountant. They will be able to work out the
most tax efficient way for you to pay VAT and help you to decide which, if any scheme is
best for you.

| Pg 11
A few words on
business insurance
The nature of your business, and the range of services you provide will largely determine
the types of insurance you should consider to ensure you are adequately covered. If you are
planning to employ people, then some forms of insurance, for example employers liability
cover, will be mandatory, whereas other insurances provide peace of mind that your business
is suitably protected in the event of something going wrong.
There are however three key types of insurance you should really consider operating as a
limited company:

Professional Indemnity (PI)


If your business involves selling your knowledge or your skills then you should really have
some form of PI cover. PI protects your business against any claims for loss or damage
made by a client should you make mistakes, or in some way be found negligent in the
services you provide. For a number of professions, PI insurance is mandatory. This includes
solicitors, accountants, insurance brokers and financial advisers. Many consultants,
advertising and PR agencies however also choose to have this type of insurance.

Public Liability (PL)


If your business requires people to visit your premises, or if you are required to work on site
at a customers premises, then PL insurance should be a serious consideration. PL protects
you in the event one of your customers or a member of the public suffering personal injury
or damages whilst on your premises. It also covers the reverse situation, when as a result
of your negligence or lack of due diligence, you cause injury to a customer or any of their
personnel, or even damage to their property whilst on their premises. If you operate as a
limited company, you are not obliged by law to carry PL insurance, however, you should
give it serious consideration. In the event of a claim, your company would be liable for the
full costs of any claims successfully brought against it.

Income Protection (IP)


If you are solely responsible for all aspects of your business, if the ongoing management
of your business is purely down to you, then some form of Income Protection is vital.
In the event of you falling sick, or sustaining an injury that meant you were unable to
work, Income Protection Insurance provides you with a replacement income allowing you
to meet your financial obligations should it not be possible to earn any money. Again,
you are not obliged to carry this insurance by law. It is very easy to take any income for
granted, but should this be suddenly and unexpectedly taken away, it’s worth taking a few
moments to think about how you would manage?

Pg 12 |
Time to start trading?
So, you’ve done it. Your limited company is now registered, you have your Certificate of
Incorporation and you are the director and shareholder of your own business.

Congratulations, it’s an exciting time. The realisation of a dream, the result of months,
maybe years of thinking, planning, preparation. It’s all there for everyone to see, on record.

It is also however just the first step. It’s now up to you to give shape to this business, to
develop it, to grow it into what you want it to be. It’s time to start trading.

But before you even pick up the phone, there are a few other things to get right first. You
only get one opportunity to start of in the correct way, to implement those rules and
processes that will ensure you meet your obligation and responsibilities a director. Now is
the best time to start. Anything later than this will be too late.

1. Set up a new bank account


If you are running a limited company, you MUST set up a separate company bank account.
Even if you are the only director and the only shareholder this is still the case. As we
covered earlier, a limited company is a separate legal entity. It has it’s own legal rights and
obligations. That means any profits and losses belong to the company.

A company bank account will not only allow you to keep your personal money separate, but it
will also allow the accountability and transparency you need to ensure are there in all of your
business finances. It is really important to understand at this early stage that you MUST avoid
using your company bank account as a personal account. They need to be kept totally apart.

2. Find an accountant
Of all the professional services you will need when you are running your own business,
the one you will use most often, and perhaps the most valuable one, will be a good, reliable
accountancy service.

As a small, start up business you should choose an accountancy partner that has lots of
experience in this sector. The level and type of service you will require in the first few weeks
and months will be very different to those of a more established business. Ask them about
what other clients they have and about what experiences they have with similar businesses.

Ask them what other services they provide too. Will they complete your Corporation Tax
returns, your own personal self-assessment returns? (which you will have to file with HMRC
if you are the director of a company). Any service they can provide that can help to reduce
the administrative burden on you is certainly worth considering.

Perhaps most importantly, make sure that whatever accountant you choose, that they are able
to keep in regular touch with your business. Seeing your accountant once a year to compile
you annual accounts is simply not enough. They will not get to know you, or your business
which are the two fundamental ingredients of a successful company / accountant relationship.

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3. Prepare your documentation
You have a company now and you are the director of it, so you need to let people know,
however, before you head off to the stationers to get your letterheads and cards printed,
there are a few points to have in mind.

Every time you write to someone, whether by letter, by fax or by e-mail you need to include
specific information about your company.

You need to show your company name, registration number, registered office address and
place of registration on all pieces of written communication. You also need to display the
company name in full, including Limited or Ltd on the following items:

Invoices.
Proposals.
Receipts.
Cheques.
Faxes.
Order forms.

In addition, if you are VAT registered you need to show your VAT registration number on
all invoices.

Pg 14 |
Don’t forget the administration
There is just one final, very important point to bear in mind. The process of setting up a
company may initially appear complex and a little daunting, however, it is a relatively
simple process. It’s about having the appropriate level of knowledge and doing the right
things, in the right order, in the correct way, at the right time. It is no different once
the business is incorporated and it is up to you as a director of that company to run it
compliantly. Initially, the administrative demands may seem a little daunting, however,
by acquiring the knowledge, and setting the correct procedures from the outset, they soon
become part of the process.

Know exactly what needs to be done, by when


As soon as you receive your incorporation certificate, start to plan ahead. Mark the key dates in
your calender by when you need to complete and return your company accounts, your annual
returns and your tax returns. You MUST hit these dates, if you miss them you will be penalised.

Establish a routine
Make sure you allow for your administrative duties and build these into your working week.
The longer you leave it to establish a routine, the more of a mess it gets, the more stressful
it gets and the longer it takes to fix it. Control it from day one, don’t let it control you.

Find an accountancy partner to help you


Remember that you are not alone. You cannot, and do not need to do everything all by
yourself. You established the company, you should be free to grow it and develop it in line
with your plans.
Working closely with an accountancy partner you can trust will give you the time to focus
on your business and the peace of mind to know that your administration and finances are
compliant, up-to-date and in order.

And finally...
Enjoy it. Having your own company is a commitment, but it’s also a great achievement.
If you work smart, hard, efficiently and most importantly compliantly, the benefits and
rewards can be considerable.

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Here’s a little bit about Brookson
Here at Brookson, we are not your everyday accountants. We have re-invented accountancy.
Whether you are a contractor, freelancer or self-employed professional, we believe that you,
and we, should always know where your business is at. We have a great team of people who
work closely with you, every step of the way to help you work more efficiently and to make
more of your earnings potential.

We have a great range of services too, so if you choose to work as a limited company as a
sole trader or through an umbrella company, either way is fine with us, nothing is too much
trouble and we have everything we need to help you out.

For example, if you are thinking of setting up a limited company, take a look at
Brookson . It’s designed to give you all the information you need about your
finances, at your fingertips. You can literally run your business from one place, even one
screen if you wish, the dashboard. Simple. All your information brought fully
up-to-date, every 24 hours.*

Here’s how it works


Firstly, we everything. Invoices, bank statements, expenses, VAT, personal tax
returns, everything. We take them all, and present them to you in one intuitive, easy to use
application. All seamlessly connected and available at your fingertips, on your PC, laptop,
your smartphone or tablet. So you can even stay connected on-the-go.

But that’s not all


We reconcile your accounts for you on a daily basis so you don’t have to. With the closest
thing to real time accounting, in simple terms you know where you are. How much you owe
the taxman, what you are due and what you can spend, every day.
and if you still want more
Just drill as deep as you like, it’s all there. A Planner App to keep track of key dates, an IR35
App to keep track of your status. We keep all of your documents in the Document Storage
App and a there is a Knowledge Centre App packed with valuable information about running
your business. In fact, there is so much in there, we decided to produce a brochure for you.
You can get a copy here.

*Excluding weekends and public / bank holidays. Terms of use apply.

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And here’s how we can help you
You can talk to us
Just pick up the phone and call us on 0800 230 0213 or email newbusinessadvisors@brookson.
co.uk. Alternatively, you can chat to us online at www.brookson.co.uk. Tell us a little about you,
your business and your plans. We are here 6 days a week and we’d love to hear from you.

You can take our FREE Financial Health Check


It’s really simple, just give us a call. We will ask you a few questions about your business,
then, we will run through all your options. We even give you a brief financial breakdown
showing your take home pay after all deductions for each option. There’s no stress, no fuss
and we will take as long as you need to feel comfortable in our recommendations.

You can join us


Limited company, sole trader, umbrella employment – whichever you choose and whenever
you are ready we have the products, services and people you need. We will work closely
with you to bring your finances completely up-to-date, making sure you know where your
business is at, whenever you need to know.

Let us help you understand your options:

0800 230 0213

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