Key takeaways

  • There is no LLC structure in UK law; the closest equivalents are the private limited company (Ltd) and the limited liability partnership (LLP).
  • A private limited company gives owners limited liability and pays Corporation Tax on its own profits, much like a US LLC that has elected to be taxed as a corporation.
  • An LLP gives members limited liability but is taxed like a partnership: each member pays tax on their share of profits, much like a default multi-member US LLC.
  • Registering a limited company online with Companies House costs £100 and usually takes 24 hours; a paper application costs £124.
  • An LLP needs at least two designated members; registration costs £100 through software or £124 on paper.
  • HMRC's manual (INTM180050, updated 5 November 2026) treats US LLCs as opaque, so UK-resident members are generally taxed on distributions, not on the LLC's profits as they arise.
  • Budget 2026 said the government will address a gap in double tax relief for some UK residents who invest through US LLCs; detailed rules were not yet published when we checked.

No, there is no limited liability company (LLC) structure in the UK. The closest equivalents are the private limited company, which uses “Ltd” after its name, and the limited liability partnership (LLP). Both protect owners’ personal assets; the main difference is how they are taxed.

What is the UK equivalent of an LLC?

The private limited company is the nearest everyday equivalent. GOV.UK’s business legal structures guide says company owners “are responsible for the debts of the business only up to the value of their financial investment.” That is the same limited liability an LLC gives its members in the US.

The LLP is the closer match on tax. Like a default US LLC with more than one member, an LLP is not taxed on its own profits; its members are. It is often used by professional firms such as accountants and solicitors.

How do the UK structures compare?

The table compares a US LLC with the main UK options.

StructureOwners’ liabilityHow profits are taxed
US LLC (default)LimitedPassed through to members
UK private limited companyLimitedCorporation Tax on the company
UK LLPLimitedEach member on their share
UK ordinary partnershipUnlimitedEach partner on their share
UK sole traderUnlimitedOwner’s Income Tax

GOV.UK says partners in an ordinary partnership “personally share responsibility for your business”, including its losses. A sole trader is “personally responsible for all of the debts of the business.” Neither has the protection of an LLC.

Private limited company: what you need to know

A private limited company is a separate legal entity that owns its assets, signs contracts and pays its own tax. Companies House says you need:

  • at least one director (a company secretary is optional)
  • at least one shareholder, who can also be the director
  • a registered office address in the UK and a SIC code
  • details of people with significant control, such as anyone with more than 25% of the shares
  • articles of association

Registering online costs £100 by debit or credit card and a company “is usually registered within 24 hours”. A paper application on form IN01 costs £124 and takes 8 to 10 days. Directors and people with significant control must also verify their identity with Companies House.

The company pays Corporation Tax on its profits. Owners then take money out as salary or dividends, which are taxed separately. Our step-by-step guide shows how to set up a limited company.

LLP: what you need to know

An LLP is a partnership whose members have limited liability but are taxed like partners. Companies House’s LLP guidance, updated 2 September 2026, sets out the main rules:

  1. An LLP must always have at least two designated members. Members can be people or companies.
  2. Registration costs £100 through commercial software, £156 for same-day service before 3pm, or £124 on paper.
  3. Every member must register for Self Assessment, and the LLP files a partnership tax return.
  4. Designated members must send annual accounts and a confirmation statement to Companies House.

A single owner cannot form an LLP, which is one reason most one-person businesses choose a limited company. See our LLP tax guide for how profits are shared and taxed.

Which UK structure matches your plans?

  • If you want limited liability and are on your own, a private limited company is the usual choice.
  • If you are two or more professionals who want limited liability and partnership-style tax, consider an LLP.
  • If you want the simplest set-up and accept personal liability, a sole trader or ordinary partnership may suit. Compare them in sole trader vs limited company.
  • If you already own a US LLC and live in the UK, take specialist advice, because the UK may tax it differently from the US.

How does the UK tax a US LLC?

HMRC generally treats a US LLC as opaque, like a company, even where the US treats it as transparent. HMRC’s manual at INTM180050, updated 5 November 2026, says “the profits of an LLC will generally belong to the LLC in the first instance.” UK-resident individual members are generally taxed only on distributions, at dividend rates.

This can cause double taxation. If the US taxes the member on the LLC’s profits and the UK taxes the later distribution, HMRC’s consultation, which ran from 10 June to 31 July 2026, says effective rates can exceed 75%.

The Budget 2026 document of 28 October 2026 says the government will address the gap in double tax relief for some UK residents who invest through US LLCs. We could not find the detailed rules or a start date on GOV.UK when we checked on 6 November 2026, and a formal response to the consultation was still awaited.

Frequently asked questions

Can I form an LLC in the UK?

No. UK law has no LLC. You can form a private limited company or an LLP instead, both through Companies House.

Is “Ltd” the same as “LLC”?

They are similar but not the same. Both give owners limited liability, but a UK Ltd company pays Corporation Tax itself, while a default US LLC passes profits through to its members.

Can a UK resident own a US LLC?

Yes. But HMRC generally treats a US LLC as a company, so UK-resident members are usually taxed on distributions rather than on profits as they arise.

Can one person set up an LLP?

No. An LLP must always have at least two designated members. A one-person business wanting limited liability normally uses a private limited company.

How much does it cost to register a limited company in the UK?

It costs £100 to register online with Companies House, usually within 24 hours, or £124 by post using form IN01.

Sources

Rates, thresholds and rules in this guide were checked against HMRC and GOV.UK guidance on 6 November 2026. Tax rules change, so check the current position on GOV.UK or with a qualified adviser before acting. This guide is general information, not personal advice.