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Student-Run Consultancy: Stay a Society or Form a Limited Company?

· 4 min read

A student-run consultancy that invoices clients, holds other people’s money or signs contracts has outgrown the students’ union society model. This page explains how society finances work, when a limited company becomes necessary, and the three company structures to compare.

How students’ union society finances work

At almost every UK university, a society does not have its own bank account. Funds sit as a sub-account inside the students’ union’s own account, and the SU runs the money: deposits, reimbursements, invoices to external parties, VAT where applicable. Oxford, Cambridge, Lancaster, Essex and most other SUs we have reviewed either prohibit external accounts outright or treat opening one as a serious policy breach.

Three consequences follow:

Four signals that a society has outgrown its structure

  1. Paying clients. A corporate client will not usually contract with a students’ union sub-account. They expect a company number and VAT details.
  2. Officer liability. Project contracts, supplier agreements and venue bookings are being signed personally by officers.
  3. Insurance. The venture needs professional indemnity or public liability cover that the SU’s blanket policy does not extend to.
  4. Continuity. Work needs to run across term breaks, summer and officer handovers.

Three company structures to compare

Limited by shares Limited by guarantee Community Interest Company (CIC)
Shareholders Yes No (members) Yes or no
Can take SEIS/EIS investment Yes No Only limited-by-shares CIC
Profits distributed to owners Yes, as dividends No Capped (dividend cap applies)
Asset lock No Via constitution Statutory
Best for A for-profit consultancy with scale plans A not-for-profit society that invoices Social enterprise with a clear community purpose
Corporation tax on surplus Yes Yes Yes

The common misconception is that “not-for-profit” means “tax-exempt”. It does not. Any trading surplus is chargeable to corporation tax regardless of the company’s constitution, unless the company is a registered charity. HMRC’s long-standing informal practice has been not to request a return where the Corporation Tax liability is under £100, but that is a practice, not a right.

VAT: why societies get caught

HMRC treats each club and society as a separate business for VAT. The £90,000 VAT registration threshold for 2026/27 applies to the society in isolation. A paid consultancy earning £8,000 a month hits the threshold within a year. Once registered, VAT returns are quarterly and under Making Tax Digital.

Governance when the committee changes every year

Companies House expects director changes to be filed within 14 days. People with Significant Control (PSC) changes have the same deadline. A student company that elects its directors at an AGM each spring needs a filing routine that goes:

  1. AGM date confirmed, outgoing and incoming officers identified.
  2. Form AP01 (appoint director) and TM01 (terminate appointment) filed within 14 days of the change date.
  3. PSC statement updated if an officer who held 25%+ control has left or arrived.
  4. Confirmation statement (annual) checked and filed, £34 online.

The handover problem

A limited company does not solve continuity on its own. The outgoing committee needs to hand over bank mandates, Xero logins, HMRC agent authority, open invoices and the deadline calendar. The spoke page on running a student-run business covers the handover in detail.

What AccTek typically sets up for a student consultancy

Frequently asked questions

Can a student society invoice clients?

Yes, through the students’ union account, but the society itself is not a separate legal person. Larger clients usually need a limited company on the other side of the contract.

Does a not-for-profit consultancy pay corporation tax?

Yes, on any trading surplus. “Not-for-profit” is not the same as “tax-exempt”. Charity status is the only route to meaningful corporation tax exemption, and most student consultancies do not qualify.

Who is personally liable if a project goes wrong?

In a society, the committee members who signed the contract. In a limited company, the company is liable up to its assets, and directors have specific statutory duties but limited personal exposure unless they have given a personal guarantee or acted wrongfully.

Can a student consultancy take on SEIS or EIS investment?

Only if structured as a company limited by shares. A limited-by-guarantee company has no share capital to issue to investors.

Official guidance: Set up a private limited company, VAT registration, running a limited company. AccTek is independent of HMRC and GOV.UK.

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Related: university spin-outs and student startups (hub) | running a student-run business challenges | paying students who work on your startup

AccTek accountant — expert in sole trader and limited company accounts
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Godwin Pinto ACA (ICAI) is the founder of AccTek and a member of ICPA, with 20+ years of experience in accounting and tax for contractors, startups and SMEs. Previously at PwC.

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