Every week someone asks us the same question: should I stay a sole trader or set up a limited company? Most have already heard that companies pay 12.5% tax while individuals pay up to 40%, and they assume that settles it. It doesn't. The rate you see on paper and the tax you actually pay once you spend the money are two different things, and mixing them up is the most common reason people pick the wrong structure.
In short
How each structure actually gets set up
Becoming a sole trader is a registration, not an incorporation. You register with Revenue as self-employed and start trading under your own name, or a registered business name. There's no separate company to create.
A limited company is a different legal person from you, and the process starts at the Companies Registration Office (CRO), not Revenue. Most new companies use the LTD type: a private company limited by shares with a one-document constitution and no objects clause, so it can carry on any lawful business. An LTD can have a single director. The incorporation form (Form A1) is filed online through the CRO's CORE system for a €50 fee.
If you're the only director, company law requires a separate person to act as company secretary. Someone else has to hold that role, even in a one-person company. Only once the company exists do you register it separately for Corporation Tax, and for VAT or PAYE if they apply.
The 12.5% vs 40% comparison people get wrong
This is where most of the confusion sits. As a sole trader, all your profit is taxed as personal income: 20% up to €44,000 if you're single, 40% on anything above that, plus PRSI Class S at 4.2% (rising to 4.35% from 1 October 2026, with a minimum annual charge of €650) and USC on top. These are the 2026 rates, and Budget 2026 made no change to them. There's no separate 'business tax'. It's all one number on your Form 11.
A company pays Corporation Tax at 12.5% on trading profit (25% applies to non-trading income like rent or investment returns) before any of that money reaches you personally. The moment you pay yourself a salary, though, that salary is taxed under the same personal income tax, PRSI and USC rules as a sole trader's profit. The company also has to register as an employer and run PAYE on it, even if you're the only person on the payroll. Take money out as a dividend instead and it's still taxed as personal income. The 12.5% rate genuinely helps only on profit you choose to leave inside the company rather than draw out.
What each structure costs you in ongoing paperwork
Sole trader: one tax return a year, Form 11, covering everything you earned. You register for VAT once turnover crosses €42,500 for services or €85,000 for goods, the same threshold applies whichever structure you choose.
Limited company: a Corporation Tax return (CT1) due nine months after your accounting period ends, paid by the 23rd of that ninth month if you file through ROS. A first annual return (Form B1) to the CRO exactly six months after incorporation, that first one doesn't need financial statements, but every one after it does. A beneficial ownership filing with the RBO within five months of incorporation. And, as above, PAYE registration and payroll if you pay yourself a salary. Miss a B1 deadline and the CRO charges a late filing fee of €100 plus €3 a day, up to €1,200 per return, on top of the return itself.
What this means in practice
Take a freelance graphic designer earning around €40,000 profit a year, drawing out almost all of it to live on. As a sole trader, that's one Form 11 filing and personal tax on the full amount. Setting up a company wouldn't lower that bill much: the 12.5% CT gets replaced by personal tax the moment the money is paid out as salary, and now there's also a CT1, a B1, an RBO filing and payroll to run. For this profile, staying a sole trader is usually the simpler and cheaper route.
Now take a consultant earning around €120,000 profit, who reinvests roughly half back into the business (equipment, a hire, working capital) and draws down the rest, say €60,000, to live on. The €60,000 drawn out is taxed personally either way, through salary and PAYE. But the €60,000 left inside the company is taxed at 12.5% Corporation Tax, not the higher personal rates and PRSI that would apply if the same money sat in a sole trader's hands. At that profit level, with real money staying in the business, a limited company is worth a serious look, provided the extra compliance cost is priced in.
Common mistakes
Next steps
If you're weighing up sole trader against limited company and want the numbers run for your actual profit and drawings, not a generic rule of thumb, we're happy to work through it with you before you register anything with Revenue or the CRO. Get in touch on WhatsApp and we'll talk it through.
