Limited Company vs. Umbrella Company

What's the Difference?

A limited company and an umbrella company are both legal structures used by individuals to operate their businesses. However, they differ in terms of ownership, liability, and administrative responsibilities. A limited company is a separate legal entity owned by shareholders, who are not personally liable for the company's debts. It requires more administrative work, such as filing annual accounts and tax returns. On the other hand, an umbrella company is a service provider that acts as an employer for contractors or freelancers. It handles administrative tasks like invoicing, payroll, and tax deductions, allowing individuals to focus on their work. While an umbrella company offers convenience and simplicity, it may not provide the same level of control and ownership as a limited company. Ultimately, the choice between the two depends on the individual's preferences and circumstances.


AttributeLimited CompanyUmbrella Company
Legal StructureSeparate legal entityNot a separate legal entity
OwnershipOwned by shareholdersNot owned by individuals
LiabilityLimited liability for shareholdersNo limited liability
TaxationCorporation tax on profitsIncome tax and National Insurance contributions
AdministrationRequires company formation and ongoing complianceLess administrative burden
ContractingCan contract directly with clientsContracts through an agency
ExpensesCan claim business expensesExpenses may be limited
Employment RightsNot entitled to employment rightsEntitled to some employment rights

Further Detail


When it comes to working as a contractor or freelancer, there are several options available to structure your business. Two popular choices are setting up a limited company or working through an umbrella company. Both options have their own unique attributes and considerations. In this article, we will compare the attributes of a limited company and an umbrella company, helping you make an informed decision based on your specific needs and circumstances.

Ownership and Control

A limited company is a separate legal entity owned by its shareholders. As a director and shareholder of a limited company, you have full control over the company's operations, decision-making, and profit distribution. This level of control allows you to shape the direction of your business and retain autonomy over your work.

On the other hand, when working through an umbrella company, you become an employee of the umbrella company. This means that you do not have ownership or control over the company. The umbrella company acts as an intermediary between you and your clients, handling administrative tasks such as invoicing, tax deductions, and payroll. While you may have less control, working through an umbrella company can provide a hassle-free experience, especially for those who prefer to focus solely on their work without the burden of administrative responsibilities.

Legal and Financial Liability

One of the key advantages of operating as a limited company is the concept of limited liability. As a shareholder, your personal assets are separate from the company's liabilities. In the event of financial difficulties or legal issues, your personal assets are generally protected, and you are only liable for the amount you have invested in the company.

Contrarily, when working through an umbrella company, you are considered an employee, and the umbrella company assumes the legal and financial liability. This means that any legal or financial issues are the responsibility of the umbrella company, not you as an individual. This can provide peace of mind and reduce personal risk.

Tax Efficiency

One of the main reasons individuals choose to set up a limited company is the potential for tax efficiency. As a director and shareholder, you have more flexibility in managing your tax affairs. You can take a combination of salary and dividends, which can result in lower overall tax liabilities.

On the other hand, working through an umbrella company means you are treated as an employee for tax purposes. This means that your income is subject to PAYE (Pay As You Earn) tax deductions, similar to a regular employee. While this may result in less tax planning flexibility, it also means less administrative burden as the umbrella company handles tax deductions on your behalf.

Administrative Responsibilities

Operating a limited company comes with certain administrative responsibilities. You are responsible for maintaining accurate financial records, filing annual accounts, and submitting tax returns to the relevant authorities. Additionally, you may need to register for VAT if your turnover exceeds the threshold.

When working through an umbrella company, the administrative burden is significantly reduced. The umbrella company takes care of invoicing, tax calculations, and other administrative tasks, allowing you to focus on your work without the need to worry about paperwork and compliance.

Flexibility and Professional Image

A limited company provides a high level of flexibility. You can choose your clients, negotiate contracts, and set your own rates. This flexibility allows you to tailor your business to your specific skills and interests. Additionally, having a limited company can enhance your professional image, as it demonstrates a level of commitment and seriousness in your field.

Working through an umbrella company may limit your flexibility to some extent. The umbrella company typically handles client contracts and negotiations on your behalf. However, this can also be seen as an advantage, especially for those who prefer a more structured approach and do not want to deal with client management.


Choosing between a limited company and an umbrella company depends on various factors, including your personal preferences, financial goals, and administrative capabilities. A limited company offers greater control, tax planning flexibility, and a professional image, but comes with more administrative responsibilities. On the other hand, an umbrella company provides ease of use, reduced administrative burden, and limited liability, but may limit your flexibility and control. Consider your specific needs and consult with a professional advisor to make the best decision for your contracting or freelancing career.

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