This is our most popular package with Northern Ireland residents, and includes:
The filing and registration of your company in Belfast
The submission of forms detailing you company's executive officers
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
The formation of your company within 5 to 7 working days
Payment of legal and initiation fees
The appointment of your own candidates to the director and secretary roles (a minimum of two people are required and both must sign an appointment form in the presence of a notary)
The following documents will be sent to you via Royal Mail:
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The minutes of the first director's meeting
Share certificates and completed member's register
Economy Package
£ 239.95
Renewal fees from £150.00
This is our most popular package with UK and EU residents, and includes:
The filing and registration of your company in Belfast
The submission of forms detailing you company's executive officers
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
The formation of your company within 5 to 7 working days
Payment of legal and initiation fees
The appointment of your own candidates to the director and secretary roles (a minimum of two people are required and both must sign an appointment form in the presence of a notary)
A registered office address in Belfast for one year, provided by Coddan
An application form for the following year's renewal of the registered office address service (the yearly renewal fee for a registered office address is £150.00)
Annual Return and Annual Account reminder
The following documents will be sent to you via Royal Mail:
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The minutes of the first director's meeting
Share certificates and completed member's register
Premier Package
£ 349.90
Renewal fees from £225.00
This is our most popular package with small businesses, and includes:
The filing and registration of your company in Belfast
The submission of forms detailing you company's executive officers
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
The formation of your company within 5 to 7 working days
Payment of legal and initiation fees
The appointment of your own candidates to the role of director (a minimum of one director is required who must sign an appointment form in the presence of a notary)
A registered office address in Belfast for one year, provided by Coddan
An application form for the following year's renewal of the registered office address service (the yearly renewal fee for a registered office address is £150.00)
A nominee secretary for twelve months (the yearly renewal fee for a nominee secretary is £49.95)
A nominee secretary appointment form signed in the presence of a notary
Annual Return and Annual Account reminder
The following documents will be sent to you via Royal Mail:
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The minutes of the first director's meeting
Share certificates and completed member's register
Deluxe Package
£ 474.90
Renewal fees from £350.00
This is our most popular package with overseas residents, and includes:
The filing and registration of your company in Belfast
The submission of forms detailing you company's executive officers
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
The formation of your company within 5 to 7 working days
Payment of legal and initiation fees
A registered office address in Belfast for one year, provided by Coddan
An application form for the following year's renewal of the registered office address service (the yearly renewal fee for a registered office address is £150.00)
A nominee secretary for twelve months (the yearly renewal fee for a nominee secretary is £49.95)
A nominee secretary appointment form signed in the presence of a notary
A nominee director for twelve months (the yearly renewal fee for a nominee director is £125.00)
A nominee director appointment form signed in the presence of a notary
The inclusion of the details of the nominee secretary and nominee director on the public record
Annual Return and Annual Account reminder
The following documents will be sent to you via Royal Mail:
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The minutes of the first director's meeting
Share certificates and completed member's register
A pre-signed, undated letter of resignation from the nominee director
A general power of attorney signed by the nominee director
An indemnity letter for the power of attorney
A nominee service agreement which provides for the indemnification of the nominees
Business Start-Up: Legal Requirements
Company subscribers may be residents outside the Northern Ireland.
You must appoint a minimum of One Director.
There is no maximum number of Directors.
Directors can be corporate bodies or private individuals.
A Director can be of any nationality.
Directors need not be formally trained.
All companies must appoint a company Secretary.
Secretaries can be corporate bodies or private individuals.
A Secretary can be of any nationality.
If there is only ONE Director he or she CANNOT also be the Secretary.
There is no maximum and no minimum share capital.
There must be a minimum of one share in issue.
The maximum is determined by the share capital as specified.
The company is required to have a registered office in the N.I.
IRISH LIMITED COMPANY FORMATIONS: HAVE YOU CONSIDERED ESTABLISHING YOUR COMPANY SET-UP IN IRELAND?
Welcome to Coddan online Northern Irish companies formation agent website. While our new division Company Formations in Northern Ireland will register your Limited Company or Limited Liability Partnership, Coddan can also assist you in meeting your ongoing company secretarial obligations. We can prepare your company's annual returns, minutes of annual general meeting, directors' resolutions and of course your year-end accounts so that you do not miss your filing deadlines.
A competitively priced service to new business start-ups and existing businesses. Our services include companies formation, accountancy and bookkeeping services, VAT and self assessment forms completed, Payroll and Wages for unlimited companies and any other administrative service.
NI formations are paper-based application and require a signature of the Director and Secretary of the company being incorporated. The facility of a registered office address in Belfast and a nominee secretary is also available. With a range of packages and Services to suit all types of business, reflecting the level of prestige your Limited Company requires. To form a limited company in NI you will need at least one director and one other person to act as Company Secretary. Once you have selected a name for the company we will check it with Companies Registry. The next step is to determine the main object of the company; we can custom build the first clause of the Memorandum of Association to your exact specifications. We will then advise you on appropriate authorised capital and share issue. Once these specifications have been determined we can then form the company for you.
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With years of professional experience we have built an excellent reputation for limited company incorporation. The establishment of a private company in Northern Ireland is easy and straightforward. No permission is required to establish a business presence, although there is some regulation of the use of business and trading names. All companies registering in Northern Ireland are required to do so with Companies House and have to submit accounts as well as annual returns. Overseas companies establishing a branch or place of business in Northern Ireland must register and file annual accounts.
Companies operating in the financial, defence, oil exploration and other regulated areas may require licences or authorisation to conduct business. Before you apply to set up a company, or do anything to change its name, it is a good idea to search the index at Companies House to see if there are already any companies with names similar to the one you want. If in doubt, call Companies House or search the website company name index. Compare Prices of Various Forms of Companies: All Inclusive Northern Irish Company Formation? I Want to Check Your Packages & Costs
If you are selling goods or services, you need to consider forming a company or limited liability partnership for your business activities. Simply call us by phone, by fax or via the Internet and incorporate your business online! We provide a full range of products and services to make your business incorporation process as simple as possible. We also provide services for your needs after companies' incorporation, including our registered address service and of annual return filings. We can help with all your LLP and limited company needs in Belfast, Antrim, Randalstown, and Crumlin, Armagh, Keady, and Tandragee, Banbridge, Dromore and Gilford, Coleraine, Portrush and Portstewart, Enniskillen, Irvinestown and Lisnaskea, Lisburn.
Full documents, no activation fees, your own officers, freephone help and advice online! Normally the formation or acquisition of a limited company at the beginning is a very quick and informal process. Of course the company will require professional advice and professional services during its development. Our consultants can help you to start-up your business and support it in many ways during its development. As ancillary services to the formation of companies, we can offer you the following services:
* The price depends on urgency, volume and other factors. Please contact us for further details.
All of our Memorandum and Articles of Associations were reviewed and approved by a volunteer U.K. lawyer. Our products start from just £89.95 for our E-Quick service. Our Economy company formation service not only have a Certificate of Incorporation on the required legal paper and Memorandum and Articles, but also has the provision of having your company registered office in Northern Ireland (in Belfast). As all literature and documents must display the company's registered office, having your registered office at our address can enhance your company's profile in the eyes of both customers and suppliers. How to Become a LTD Company in Northern Ireland: Click Here for More Details
General Advantages of Northern Irish Private Limited Companies:
1. Liability is, in the vast majority of cases, strictly limited to the investments made by the shareholders. 2. Company Officers are not personally liable for their actions unless there is a clear and serious breach of their fiduciary duty. 3. Limited companies often benefit from greater prestige than their sole proprietorship or partnership counterparts. The reason is because such an enterprise normally requires more planning and thus is deemed more credible. 4. Limited companies often benefit from significant tax advantages. In fact, many countries around the world give exclusive tax incentives to this type of entity. 5. The rights of shareholders are normally clearly defined and protected. 6. Corporate taxes only become payable after the end of the financial year. This means money that would otherwise be taxed on a monthly or quarterly basis, is available to earn further interest before the final payment of tax. 7. You need only appoint one Director and one Shareholder. 8. Directors can be corporate bodies or private individuals. 9. A Director can be of any nationality. 10. All companies must appoint a company Secretary who can be of any nationality.
When first setting up a business there are many issues to consider, not least what whether to register as a company or not. Starting and managing a business takes motivation, desire and talent. It also takes research and planning. Like a chess game, success in small business starts with decisive and correct opening moves. And, although initial mistakes are not fatal, it takes skill, discipline and hard work to regain the advantage. If you have an idea for a business, are setting up a business, or started your own business recently, bookmark this site now. You May Use This Form to Register a New Limited Company in Belfast: Click Here if You Want to Incorporate a Company Online
Live Help: Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours, our business center will be closed. When you click on the button, you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.
We accept phone orders during normal business hours. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars. If you call and receive voicemail, just leave your name and number, as clearly and as possible, and we will call you back as soon as possible.
Monday - Friday: 9:30am to 17:30pm Saturday: (offices are closed) Sunday: (offices are closed) Holidays: (offices are closed on all recognized UK holidays).
Money and Payment Policy: Coddan accepts all major currencies. We accept Visa, Visa Electron, Visa Purchasing, JCB, MasterCard, Solo, Switch and Delta. We do NOT charge "surcharges" for credit card transactions. If you do not feel comfortable transmitting your credit card number and other information on the Internet, we suggest you place an order online, choose "Credit Card via Phone" as the payment method, and then phone in to give us your credit card number over the phone. We will charge your credit card manually. Pre-payment with cashier's check or money order is accepted. We accept wire-transfer from anywhere. After you place your order, details about the wire-transfer process will be e-mailed to you on the second e-mail notification. If you missed that e-mail, please call our toll-free number that is given on the order confirmation.
NORTHERN IRISH COMPANY FORMATION & COMPANY REGISTRATION SERVICES FROM - £89.95
We are an independently owned and UK based firm that specialises in providing incorporation and provision of domiciliary, administrative, management and related services such as mail forwarding services, shareholder relations, management and deferral agreements and director services. Coddan represents small, middle market, and large corporations, closely held businesses, and individual entrepreneurs, provides a wide range of corporate services.
We are able to assist our clients in many areas including: company and partnership formation (private companies limited by shares, companies limited by guarantee, PLC - public limited companies, flat management companies, joint venture and subsidiary companies, assistance with the structuring of offshore companies and provision of corporate directors, and officers.
Please Note: Companies House in Belfast (CHB) normally takes 5-7 working days to register a new limited company. Our incorporation service includes everything you need to form a new business entity: name availability check, provision of Memorandum and Articles, registration at the Northern Irish Registry, Certificate of Incorporation, Company register, provision of Memorandum and Articles.
Important Note:
Northern Irish LTD Companies from only £89.95! All Inclusive Company Registration. Each limited company package includes all statutory paperwork and is fully compliant with company law. All our private limited companies are general trading companies and can be used to conduct any type of business. A Certificate of Incorporation, and the Memorandum and Articles of Association of your company will be sent to you upon formation of your company. Companies House in Belfast is not yet able to incorporate limited companies electronically so we still do that manually. After we receive your payment, we will send you an email containing special forms which you need to print, sign, notarise (by notary public) and return to us. Once we are in possession of your signed forms, we will initiate the formation process of your company with Companies House. The formation of a company and the delivery of your formation documents are usually achieved within 5 to 7 days. It will take just 5 minutes to complete the online registration form, then your company could be up and running within 5-7 working days.
THIS PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. Company Pliers Seal - £20.00. 2. Laminated Hard-copy of the Certificate of Incorporation - £5.95. 3. Laminated Hard-copy of the Certificate of Incorporation, Bound Copies of the Memorandum & Articles, and Combined Company Register - £12.95. 4. Domain Name Registration for two years - £16.00. 5. Provision of the Registered Office Address in Belfast for 12 months - £150.00. 6. Provision of a Nominee Company Secretary for 12 months - £49.95. 7. Certificate of Good Standing - £35.00. 8. Notarisation & Apostille of documents.
Clients should bear in mind that "general commercial company" object clauses are not effective in Northern Ireland so specific objects will be required. Also the registered office address must be situating in Northern Ireland. Registered office in Belfast and company secretarial services can be arranged if required. It is not always appreciated that while Northern Ireland is still part of the United Kingdom, they have separate legislation and a separate Companies Registry in Belfast.
For Northern Ireland Companies the Companies Registry in Belfast takes 7-10 working days to register a new company as they do not yet have the facility to incorporate electronically. NI companies formations are paper based applications and require a legalized signature (by Notary Public or Solicitor) of the Director/s and Secretary of the company being incorporated. Companies House (UK, Scotland and Northern Ireland) is not yet able to incorporate a UK limited liability partnership (LLP) electronically so we still do that manually.
The legal jurisdiction of Northern Ireland, which in fact only consists of 6 of the 9 historical counties of Ulster, enjoys similar company legislation to the Republic of Ireland but is virtually identical to that of the United Kingdom.
Article 12 of the Companies (Northern Ireland) Order 1986 allows one or more persons to form a company for any lawful purpose by subscribing to its memorandum of association. However, a public company or an unlimited company must have at least two subscribers. The company's memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
The company's articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature. The governing legislation for Northern Irish companies is based upon the United Kingdom's Companies Acts' of 1985 and 1989 and are referred to as Company Ordinances. The principal features of Northern Irish companies are:
Directors can be either an individual or corporate entity and there need only be ONE director to incorporate a company. There are no residency or nationality requirements for company directors. A company secretary can be either an individual or company and may or may not be resident in Northern Ireland. If there is only one director he or she cannot also be the secretary. However, if there are two, one can be secretary as well. There are no qualification requirements for either directors or secretaries.
Northern Irish companies must have a registered office address located within the 6 counties. Maintain confidentiality and keep your personal details separate from your own by using us as your official registered office address (a legal requirement). For the small sum of £150.00 per annum, we will automatically forward on all official Company Registration Office and service of process mail to your "billing" or other chosen address.
For a small business operating from home this service may also prevent your local council claiming commercial rates. Shares should ideally be denominated in British Pounds Sterling (UK£s), as this is still the local legal currency. However, it is also possible to issue shares denominated in Euro's (€'s) which may have significant merit should the UK decide to join the Euro.
A renewal invoice is issued each year several weeks prior to the renewal date. If payment is not received this service ceases you must immediately notify us of your new registered office so we can inform Companies House. In the event that a new registered office address is not provided to us we are obliged to inform Companies House of your last known contact details and advise them that your company no longer seems to have a qualifying registered office. If they then determine that your company is no longer compliant with the registration requirements for limited company they may decide to delete your company from the Register.
What is the Minimum Number of Officers a Company Requires? Every Northern Irish company MUST have formally appointed company officers at all times. A company MUST have at least: ONE DIRECTOR and ONE SECRETARY - formal qualifications are not required. If there is only one director he or she cannot also be the secretary. However, if there are two, one can be secretary as well.
There are no qualification requirements for either directors or secretaries. They can be individuals or another company. They do not have to be based in the Northern Ireland and can be resident anywhere in the world. However, it is better to have a professional company secretary in the NI who is used to NI regulations and can deal with Companies House and other Government agencies on your behalf.
Coddan can provide a nominee company secretary for your private limited company or for your company limited by guarantee. We have many years experience acting as secretary for hundreds of companies so you can feel confident we have the required knowledge to perform this role. The nominee company secretary service is ideal for sole directors unable to find someone to take on this role. It means you can still operate a limited company as sole director and shareholder whilst benefiting from the excellent support of a professional company. For non-UK residents this service often proves invaluable, as Coddan are familiar with UK authorities and procedures.
It is possible to set up a limited liability partnership. Despite the name, this is not a partnership. It is a corporate body with its own legal identity and capacity. Members can limit their liability for losses (although personal liability can arise in circumstances similar to those applicable to limited companies). It has the organisational flexibility of a partnership. The members' agreement is confidential. It is taxed as a partnership - tax is charged on all the profits, whether or not they are distributed to members.
Annual accounts must be prepared and filed. There are other filing requirements with strict time limits for compliance. Withdrawals may be clawed back if the limited liability partnership is declared insolvent within the next two years.
NORTHERN IRELAND IN BRIEF
Northern Ireland is a remarkable region. Despite adverse international publicity it is one of the UK's leading inward investment locations. The last major survey of foreign direct investment (FDI) confirmed that, with less than 3 per cent of the UK's population, Northern Ireland attracted over 9 per cent of mobile inward investment into the UK.
Throughout the 1990s Northern Ireland was the fastest-growing UK region, creating 103,000 net new jobs, a 19 per cent increase compared the UK average of 8 per cent over the same period. Measured by the key headline indicators of employment, manufacturing output, unemployment and GDP, Northern Ireland significantly outperformed the UK average, delivering a decade of remarkable economic growth.
By 2001, unemployment had fallen to a 25-year low and employees in employment were at an all-time high. Despite an overall slowing in global economic activity, the business services sector, with its emerging knowledge industries, continued to grow in Northern Ireland. Growth in high added-value, knowledge-based employment has characterized the past decade.
Between 1990 and 2000, Northern Ireland's finance and business services sector increased GDP growth by 87 per cent and employment by 53 per cent, while over the same period GDP and employment in distribution and hotels & catering grew by 69 per cent and 44 per cent respectively.
Improvements in economic performance were reflected in growing political accommodation. The 1998 Good Friday Agreement resulted in the creation of a devolved administration in Northern Ireland and an elected, 108-member power-sharing Assembly. Although currently suspended, there is a determination amongst political leaders to move to restore the devolved Assembly at the earliest opportunity.
Whilst the transition from 30 years of direct rule from Westminster has proved challenging, there is clear support from the business community for the Assembly and the political process. More than 70 per cent of FDI companies have reported direct benefits to their business activities from the establishment of the Assembly. This level of support for the institutions bodes well for an early resumption of the Assembly.
Northern Ireland is not only attractive for its economic performance. With over 50 golf courses and some of the most unspoiled landscapes and seascapes in the British Isles, it offers an attractive lifestyle for residents and visitors. Over the past three years there has been an unprecedented level of investment in hospitality and tourism provision, particularly in the Belfast area.
The European Union: The UK - including Northern Ireland - is a member of the European Union (EU), which it joined on 1 January 1973, together with Ireland and Denmark. Access to EU markets has led to the free movement of goods, capital and labour between the UK and other EU member states. This has facilitated a considerable increase in trade between Northern Ireland and other EU members, particularly the Republic of Ireland.
Northern Ireland is the only part of the UK with a common land frontier with another EU member state. The arrival of European Monetary Union (EMU) harmonized the currencies of 12 member states on 1 January 1999. On 1 January 2001 these currencies converted to the euro.
Northern Ireland in the EU: Northern Ireland is represented in the European Union (EU) through the UK. Until 2000, Northern Ireland was classified as an Objective 1 Region in Europe and therefore enjoyed access to higher levels of European funding. Currently, Northern Ireland is deemed to be an Objective 1 'Region In Transition' and will continue to be eligible for the equivalent of Objective 1 regional funding until 2006.
Business Organisation and Structures: In considering business entities in Northern Ireland, a distinction needs to be made between unincorporated and incorporated bodies. A significant feature of an incorporated body is that it has a legal status separate from its owners and is capable of suing and being sued in its own name. An unincorporated body may be a sole trader or a partnership. It is also anticipated that legislation will be brought forward to allow the creation of Limited Liability Partnerships that will have separate legal status distinct from the partners. Incorporated bodies include private limited companies, public limited companies and unlimited companies.
Private Limited Company: Private limited companies are the most common form of business entity used in Northern Ireland. The essential features of a private limited company are that the liability of members is limited to the amount of share capital (common stock) subscribed or, in the case of a private company limited by guarantee, the amount of the guarantee provided by the members. How to Become a Private Limited Company: Click Here for More Details
Companies Limited by Guarantee in Northern Ireland: A private company may also be limited by guarantee rather than by shares. The members agree that upon a winding up they will contribute a certain amount to the assets of the company as specified in the memorandum. Such companies are usually formed for educational or charitable purposes and are rarely appropriate for trading purposes. A company limited by guarantee may apply to be exempt from having the word 'Limited' at the end of its name. How to Become a Company Limited by Guarantee: Click Here for More Details
Unlimited Company: Unlimited companies are constituted in much the same way as private limited companies, but with one important difference. There is no limit on the liability of the members of unlimited companies (although technically their liability is to the company and not to creditors as the company maintains separate legal status). While the unlimited liability is off-putting to many this is often offset by the fact that such companies are not required to deliver their accounts to the Registrar of Companies, thus providing greater privacy.
If the unlimited company becomes either the subsidiary or holding company of a limited company then it will be necessary for it to file its accounts. Public companies cannot be unlimited.
Public Limited Company: Public limited companies have the same characteristics as private limited companies, ie the liability of members is limited to the amount of nominal capital subscribed, but the key differences are that: it must meet the minimum authorised share capital requirement of £50,000 before it can be registered; shares in a public limited company are freely transferable; shares may be issued to the public and may be listed on a stock exchange; certain additional reporting and capital requirements apply to such companies; proxies cannot be used to speak or vote on a poll at meetings; it must have at least two directors and a secretary; the secretary must be qualified; there is a statutory age limit of 70 placed upon directors; it must include 'public limited company' or 'PLC' in its name; and it must have at least two members.
Partnerships: A partnership is defined as the relationship that exists between 'two or more persons carrying on business in common with a view to profit'. In practice, most partnerships are between individuals but a partnership may exist between individuals and companies and indeed between companies alone. The partnership entity does not have a legal personality separate from that of its partners. In the legal sense, the partnership does not enter into contracts in its own name, but in the names of its partners. Similarly, for legal purposes the assets of the partnership usually belong jointly to the persons making up the partnership and each partner is jointly and severally liable for the debts of the partnership.
Limited Liability Partnerships: The Limited Liability Partnerships Act 2000 (the 'Act') enables the registration of LLPs in England, Wales and Scotland. While the Act does not extend to Northern Ireland it is possible to have an LLP registered in Great Britain but which has a branch operating in Northern Ireland. It is also expected that similar legislation will soon be introduced in Northern Ireland. In essence LLPs seek to combine the organisational flexibility associated with partnerships generally with the limited liability status normally only afforded to limited companies. There is a formal registration process for LLPs and a number of the provisions of the companies legislation, for example in the area of accounts and insolvency, also applies to them. How to Become a Limited Liability Partnership: Click Here for More Details
Branch Operations: For company law purposes, a branch is a division of a foreign company trading in Northern Ireland that has the appearance of permanency, has a separate management structure, has the liability to negotiate contracts with third parties and has a reasonable degree of financial independence. A foreign company setting up a branch in Northern Ireland is required to file basic information with the Registrar of Companies.
This includes the date of incorporation of the company, the country of incorporation, the address of the company's registered office, details regarding the directors of the company and the name and address of the person responsible for the branch's operation. The foreign company's constitution, certificate of incorporation and audited accounts must also be filed with the Registrar of Companies. On submission of the above, the Registrar will issue a Certificate of Registration to the branch. These must be in their original language and documents not in English must be accompanied by a certified translation into English.
A foreign company trading in Northern Ireland through a branch is also required to file its financial statements with the Registrar of Companies within 11 months 14 of the company's year end. Separate branch financial statements are not required.
Place of Business: A 'place of business' is for companies who cannot register as a branch because: they are from the UK or Gibraltar; they are not limited companies; their activities are not sufficient to define it as a branch (e.g. warehousing, internal computer processing or a representative office). A foreign company undertaking business in Northern Ireland from a fixed place of business, not being a branch, must file a copy of its constitution with the Registrar of Companies together with a list of the directors of the company and the address of its established place of business in Northern Ireland. When registered, a Certificate of Registration will be issued.
Value Added Tax (VAT): VAT is a EU sales tax levied on the supply of most goods and services. It is administered and collected separately in each member state. HM Customs & Excise is responsible for administering the VAT system in the UK. VAT is intended to be a general tax on the consumption of goods and services and should not be a burden on business. This is achieved by the deduction system whereby a business is relieved of the VAT that it incurs on any expenditure that relates to its provision of goods or services that are themselves subject to VAT.
The VAT incurred on expenditure by a business is referred to as 'input' tax (eg on purchase of capital goods, purchase of raw materials, purchase of services etc). The VAT that a business accounts for in respect of its sales is referred to as 'output' tax. The difference between a business's input tax and its output tax is the amount due from, or to, HM Customs & Excise. The categories of VAT are: standard rate - 1 7.5%; reduced rate - 5% (applies to a limited range of goods and services); zero - for certain specified supplies e.g. most foodstuffs, children's clothing and footwear, books and newspapers, public transport and export of goods; and exempt - for certain goods and services eg financial services, most education and training, health and welfare and provision of insurance.
The normal deduction system does: not apply to the provision of exempt goods and services. Goods and services liable to VAT at the standard, reduced or zero rate are referred to as taxable supplies. Items outside the VAT system include wages and salaries, company dividends, local authority taxes and donations, and certain international services. Registration for VAT Registration with HM Customs & Excise is the only way for a business established in the UK to recover input tax on its expenses. A company must register for VAT if it makes taxable supplies in excess of £55,000.
However, an inward investment company should register for VAT as soon as possible if it does not wish to suffer any significant cashflow disadvantages on account of VAT incurred on overheads in the establishment stage. As expenditure on overheads is incurred in advance of the company's first sales, a company should register as an 'intending trader' to enable it to recover VAT paid on pre-commencement business expenditure.
A business established outside the UK which incurs UK VAT may recover the VAT by submitting a claim to HM Customs & Excise. EU-based businesses may claim under the Eighth Directive refund system and non-EU-based businesses may claim under the Thirteenth Directive refund system. VAT is not refundable if it would be disallowed for credit if incurred by a person registered for VAT in the UK, such as VAT on business entertainment or hospitality expenses.
Making VAT returns Registered businesses must add VAT at the appropriate rate to their sales and are required to submit quarterly VAT returns to HM Customs & Excise. Each return shows the VAT charged on sales and acquisitions from the EU, less the VAT suffered on purchases of goods and services (including imports and EU movements of goods). Payment of the net amount due should be made at the same time as the return is submitted. Businesses receiving regular VAT repayments are permitted to make monthly returns. Returns must be received by HM Customs & Excise by the last day of the month following the end of each VAT period. Repeated failure to do so will result in penalties.
If a company is importing machinery and/or raw materials from outside the EU, VAT will be payable immediately on import unless the importer is authorised to defer payment. To defer payment, companies will need a VAT deferment number and a Trader's Unique Reference Number. VAT registration and a guarantee from a banker or insurance company are necessary prerequisites for these. A registered business which is authorised to defer payment can defer paying the due VAT until the fifteenth day of the month following import. On receipt of the monthly import VAT certificate, the VAT paid at the time of importation can be reclaimed on the VAT returns.
Anyone starting a business must have a working knowledge of the relevant legal issues and requirements, ranging from tax and National Insurance to VAT and employment law. But you should get professional advice to put yourself in the best possible position - and to stay on the right side of the law. Genuine experts can save you much more than any cost incurred in fees - as well as sparing you the effort, time and stress.
If you set up a limited company - and are therefore an employee of the company - you pay tax on your income every time you are paid. This is called PAYE - Pay As You Earn. You have to deduct tax and National Insurance from your salary through your company's payroll, which you have to set up. Your business also has to pay employers' National Insurance contributions for you and any employees.
Your company's profits each year will be liable to corporation tax. Your profit is your sales income less your expenses. Companies have to calculate their own corporation tax liability. Companies with profits of more than £1.5m pay corporation tax in quarterly installments, while other companies pay nine months after the accounting year-end.
VAT is a transaction tax on sales of goods and services. It is not a tax on profits. If your business sells products or services worth more than an amount set by the Government, VAT registration with Customs and Excise is compulsory. In the tax year 2003-04, this threshold is £56,000. Businesses collect the tax on the Government's behalf. All businesses pay VAT on most purchases. This is called input tax.
Registered businesses charge VAT on their goods and services. This is output tax. The registered business pays Customs and Excise the difference between the output tax it has received and the input tax it has paid. If your customers are not VAT registered, you will in effect be raising your prices to them by 17.5 per cent, as they cannot claim the tax back.
Once your business recruits its first employee, a range of legal obligations begin to apply. Employment law is a complex area and full of pitfalls. While getting it right is time-consuming, getting it wrong can prove costly. Take as much specialist professional advice as you can.
Do not allow any prejudice or discrimination to influence recruitment decisions. Avoid unnecessarily personal interview questions. For example, you must not ask about people's background, out-of-work activities, health, children or other dependants or childcare arrangements. The candidate could claim you have discriminated against them on these grounds if you do not offer them a job. Maintain records, so you can demonstrate why you chose one candidate over another. Candidates can request to see any notes you have made during the interview. Remember a contract of employment exists once a job has been accepted, either orally or in writing.
You must provide written terms and conditions within two months of the employee starting work. The document must cover specific items including pay, working hours, holiday entitlement, job title or description and place of work. Reserve the right to change the employee's place of work, in case you need to relocate the business. Once issued, you cannot make major changes to terms and conditions without the employee's consent.
All employers must buy employers' liability insurance. This covers you against claims from employees for accidents or sickness they may suffer as a result of working for you. You must have at least £5m cover. You must display your Certificate of Employers' Liability Insurance at each place of work and keep it after it has expired. All employees, including contract staff and casual workers, must be covered by the insurance.
If you hold information in hard-copy or electronic form on employees, customers, potential customers or suppliers you will have to treat the data carefully. You must only use the information for the purpose for which it was gathered. The individual must have consented or been informed you have the data, and know what you want to do with it. It must be accurate and up to date and held no longer than necessary. The data must be kept securely. You must provide a copy of any data you hold on a company or individual if they request it; any inaccuracies they report must be corrected.
Copyright protects creators and owners of the written word, art, music, sound recordings and films. It exists automatically as soon as there is a record of the material that has been created. You should clarify your rights by clearly marking anything you wish to be protected with notification of your copyright and the year it was created. You must not copy anything without a copyright-holder's permission. Damages awards can be severe. Businesses which rely on copyright protection should ensure that the copyright to the work employees create as part of their duties is signed over to the business as part of an employment contract. For example, if an employee creates an advertisement for your business the copyright should be owned by the business, not by the employee. Clarify the position of freelance contractors.
Design Right and Registration: Design right protects original designs of the shape or configuration of a product. It lasts ten years after the first marketing of articles made to the design. It does not have to be registered to be protected. The design can be bought, sold or licensed. You can register a design for additional protection. This is advisable if the design is exclusively associated with your business and can become a business asset in its own right. You cannot without permission copy anything that is protected by design right.
Patents protect inventions and prohibit others from making, using or selling an invention without the inventor's permission. Patents are concerned with the functional and technical aspects of products and processes. Patents must be registered; protection lasts for up to 20 years.
Trade marks distinguish goods and services and include devices such as logos, names and slogans. Trademarks are generally used as a tool to enable customers to recognise a specific company's product. For example, a vacuum cleaner is a product, but Hoover is a trade mark. You must not use other companies' trade marks without permission. Trade marks must be registered. You can register your business name as a trade mark at the Patent Office.
NORTHERN IRELAND. WHO CAN FORM A COMPANY?
The legal system of Northern Ireland is generally the same as in England and Wales. It is based on the common law and on legislation passed at Westminster over the centuries. As with all members of the European Union, European law can also have direct or indirect effect in Northern Ireland. However, there can be significant differences between the law of Northern Ireland and the law of the rest of the UK. Therefore, it is important to seek the advice of a Northern Ireland solicitor if you intend to carry on business or buy or sell property in Northern Ireland.
Article 12 of the Companies (Northern Ireland) Order 1986 allows one or more persons to form a company for any lawful purpose by subscribing to its memorandum of association. If you incorporate a company yourself, you will need to send the following documents, together with the registration fee to Companies Registry: a Memorandum of Association; Articles of Association; Form 21 and Form 23.
WHAT IS FORM 21?
Form 21 gives details of the first director(s), secretary and the intended address of the registered office. As well as their names and addresses, the company's directors must give their date of birth, occupation and details of other directorships they have held within the last 5 years. Each officer appointed and each subscriber (or their agent) must sign and date the form. Officers acting as both director and secretary - The same person can be both a director and company secretary, provided there is another director. A sole director cannot also be the company secretary.
WHAT IS A REGISTERED OFFICE?
It is the address of a company to which Companies Registry letters and reminders will be sent. The registered office can be anywhere in Northern Ireland. The registered office must always be an effective address for delivering documents to the company, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly.
If a company changes its registered office address after incorporation, the new address must be notified to Companies Registry on Form 295. If you wish to incorporate either a Northern Ireland registered company just complete our company formation application form (see the link below) and contact us to proceed indicating that you require registration in Northern Ireland.
WHAT IS A FORM 23?
Form 23 is a statutory declaration of compliance with all the legal requirements relating to the incorporation of a company. It must be signed by a solicitor who is forming the company, or by one of the people named as a director or company secretary on Form 21. It must be signed in the presence of a commissioner for oaths, a notary public, a justice of the peace, or a solicitor. Form 23 must be signed and dated after all the other documents are signed and dated.
This is because Form 23 confirms that all other registration requirements have been completed. The form must clearly show if a person has signed on behalf of a corporate director. If it appears that the person who signed is not a director, this will cause delay.
WHAT IS THE MINIMUM NUMBER OF OFFICERS A COMPANY REQUIRES?
Every company must have formally appointed company officers at all times. A private company must have at least: one director; one secretary - formal qualifications are not required. A company's sole director cannot also be the company secretary. After incorporation, you must tell Companies Registry about: the appointment of a new officer - use Form 296; an officer's resignation from the company - use Form 296; changes in an officer's name or address or any other details originally registered on Form 21 - use Form 296.
DUTIES, RESPONSIBILITIES & COMMON TERMS EXPLAINED
Directors: There is no minimum age limit in the Companies Order for a director to be appointed in Northern Ireland. However, he or she must be able to consent to their own appointment. Some people not of British nationality are restricted as to what work they may do while in this country.
Northern Irish companies require at least one individual over the age of 18 to act in the capacity of director with at least one other person also acting as either the company secretary, shareholder and/or a second company director. In other words, in all cases there must always be at least two legal entities to incorporate a Northern Irish company. In simple terms, the director/s constitute(s) the decision making body of a company commonly known as the board of directors and is/are liable at law for a company's actions.
The directors have a duty of care to the shareholder(s) of the company to act in the company's best interests even where doing so might come into conflict with their/one's own personal interests. The concept of a company being a fully separate legal entity to the directors is accepted in Northern Irish law save where they have acted in a fraudulent and/or reckless manner which could not be deemed reasonable by normal standards.
The Secretary: A Company Secretary occupies a pivotal position in a Northern Irish company and has direct legal responsibility to maintain company records, file annual returns and/or carry out any other functions that may be elucidated within the Memorandum & Articles of Association. Like a Director a Company Secretary has a duty of care to the shareholders/subscribers. Shareholder(S)/Subscriber(s): under Northern Irish law there may be only one initial shareholder/subscriber although it is common to have two or more after the registration of a company by the company registration agents.
Nominal, Issued, Transferred & Allotted Share Capital: The nominal share capital of a company is the potential amount of shares that a company has available for future distribution. The issued share capital is literally the amount of shares that a company has issued out of its potential nominal share capital. In the case of most domestic Northern Irish companies the company registration agent will initially issue the minimum number of shares, normally one or two, with an individual nominal value of UK£1.00 each. After the receipt of the company documentation the permanent company secretary will normally lodge the stock transfer form(s) to officially transfer the shares issued by the company registration agent to the permanent shareholders.
This being done, at a nominal charge, by submitting a stock transfer form for stamping with the Stamping Office. Allotted shares are literally those shares that the permanent board of directors has decided to issue over and above those initially issued by the company registration agent. They are referred to as allotted because they are being issued for the first time and therefore are not being transferred from one party to another.
The Value Of Shares: the term "nominal" value is used for a company's shares since the true value will depend on how much a third party or even an existing shareholder is willing to pay for shares in the company at any given point in time. It must be remembered that all shares with a particular nominal value must have had at least the nominal value paid into the company bank account that nominal sum no matter which way the value may end up.
If required, an individual/company may partly pay for their share issue but this is done simply to allow for flexibility, eventually the full amount must be paid up within a certain period of generally no more than 5 years or as laid down in the company's Memorandum & Articles of Association.
Company the Types of Shares: In general there are two types of shares "ordinary" and "preference". Preference shares as the name suggests provide a benefit over and above those available to those holding ordinary shares. In most cases, the preference will relate to either voting rights and/or payment of company dividends depending on the provisions of the Articles of Association.
Memorandum & Articles of Association: The Memorandum of Association of a company aims to set out what the company may do which traditionally was very extensive to allow for future flexibility. The Articles of Association literally lay down how a company is to be governed normally by choosing a standard set of Articles provided within the Companies Ordinance 1986 with appropriate amendments/alterations. Most Northern Irish private limited companies are governed by Table "A" Articles there being a choice between "A-F".
Annual & Extraordinary General Meetings: These are meetings held by the shareholders to either review the performance of the board of directors (if different from themselves) or assist them take major decisions. In simple terms, all companies have Annual General Meetings (AGM's) to review such things as a company's annual accounts and related matters. Extraordinary General Meetings (EGM's) as the name suggests, can be called at any time of the year when there is a matter of sufficient gravity. It should be remembered that at all times the ultimate control will vest in the shareholders but unless they/it is/are the same as the directors day to day executive decisions remain the domain of the board of directors.
"Special" and "Ordinary" Resolutions: As stated above, all companies are bound by their Memorandum and Articles of Association. However, where it is deemed desirable changes can be made and/or meetings called by the shareholder(s) provided the applicable majority exists. In the case, of "ordinary" resolutions, which generally deal with day to day and/or matters of lesser importance, a simple majority is all that is normally required. In the case of "special" resolutions, which tend to deal with structural and matters of greater importance, majorities of either two thirds or three quarters are the norm depending on the particular Memorandum and Articles of Association used.
The Registered Office Address: This is the address where a company is officially located and where all service of process/official documents arrive. It does not have to be the address where the business is actually carried out and in is fact very often the address of a company's solicitor/accountant or company registration agent.
Who provides your registered office address is very important since they will receive all documents from the Inland Revenue, H.M. Customs & Excise and Companies House Belfast and should be capable of advising and or dealing with such official correspondence. In addition, a copy of a company's official books must always be kept at the Registered Office for the benefit of both shareholders and other interested parties. Finally, the Registered Office is where all documents relating to a legal action should first be submitted.
ANNUAL RETURNS (FORM 371S):
An annual return is a snapshot of general information about a company giving details of its directors and secretary, registered office address, shareholders and share capital. Companies Registry will send a pre-printed 'shuttle' annual return form to the company's registered office each year. It details the information already held on our database. These details should be: checked closely (and amended if necessary); signed and dated; and returned to us within 28 days of the date shown on the form, with the filing fee. If you file the annual return late or not at all, the company and it's director(s) and secretary can be prosecuted. Please note that annual returns are quite separate from annual accounts.
CHANGE OF ACCOUNTING REFERENCE DATE - FORM 233:
Every company has an accounting reference date, which is the date to which the company's accounts are prepared each year. This date can be changed using Form 233.
CHANGE OF DIRECTORS AND SECRETARY AND THEIR DETAILS - FORMS 296:
Form 296 is used to notify the registration of: The appointment of an officer. An officer ceasing to act (resignation, removal, death etc.) A change in details of an officer, for example, a change of name or new residential address. All changes to directors' and secretary's details must be sent to the Registrar within 14 days of the change.
RESOLUTIONS:
Copies of any special or extraordinary resolutions and certain types of ordinary resolutions, need to be sent to Companies Registry within 15 days of them being passed by the company.
RESPONSIBILITIES OF COMPANY DIRECTORS:
Directors should:
Understand the terms of the Memorandum and Articles of Association of the company. Ensure all the assets of the company are under their control. Take reasonable measures to prevent any opportunities for dishonesty, for example, ensuring two signatories are required for cheques, registering assets in the name of the company and not leaving finances under the control of one person. Take out insurance for normal risks in respect of buildings, contents and valuables owned by the company and take out directors’ liability insurance. Ensure they act within their powers – these are found in the Memorandum and Articles of Association. Directors will also have statutory powers. Day-to-day administrative powers can be delegated but the board remains overall in control of the business of the company and the directors, jointly, are obliged to discharge their duties. A director may also have a service contract which will contain certain duties. Not make a secret profit at the expense of the company. Act within his or her powers and not for an improper purpose. Disclose any conflicts of interest between the director’s personal interests and those of the company. Not misappropriate assets. Exhibit the appropriate duty of care and skill. Always remain aware of the financial position of the company. Inform the board of any matters arising within his or her or her particular field of expertise. Maintain communication between board members regarding day-to-day developments. Try to see that the board is balanced to represent all aspects of the company’s business. Ensure the board holds regular meetings, keeps, minutes and copies of relevant documentation discussed and minutes dissenting views. Implement an efficient document retrieval system. Ordinary records should be maintained for at least three years and tax records kept for at least six years. Keep a close eye on the accounts, monthly reports should be considered, a close relationship developed with banks or finance providers and professional advice obtained including that of an Insolvency Practitioner when accounting problems arises.
Where a company is solvent, there is no duty to creditors other than directors taking account of debts due. However, once a company becomes insolvent, directors can become personally liable, even in situations where they have not acted dishonestly. Specific advice should be sought from a solicitor before taking on an appointment as a company director to ensure that you understand your liabilities and duties fully.
FAST FORMATION IN AROUND 5-7 DAYS: SERVICES & PACKAGE'S FEE
Because of our different kinds of services, our clients from around the world, who have actually done their research about incorporation and starting business, and the fact that they require different levels of assistance from us. Coddan offers a series of company formation packages tailored to your needs. Ranging from our E-Quick formation package, which is perfect for those who simply want a fast company formation and are confident enough to do the rest on their own, to our Deluxe Business start up package, which includes a host of additional features designed to organise all the administrative formalities and leave you free to concentrate on your core business.
E-QUICK Formation Package for Just £89.95 The E-Quick formation package is our most popular package with UK residents. It is ideal for small to medium businesses that have their own address in the Northern Ireland, and that have a partner appointed as company secretary. It offers:
The filing and registration of your company in Belfast; The original laminated Certificate of Incorporation; A bound copy of the Memorandum and Articles of Association.
All of the documents offered by this package are sent directly to you by post.
This option allows you to immediately appoint your own directors, shareholders, company secretary and registered office details. Upon registration these appointees will be recorded as the original company officers. A myriad of equity or debt financing options are available to companies that are registered in a person's name where that person is responsible for the operations of the company.
Different types of company require different combinations of officers; a private limited company must have at least one director and a company secretary (a sole-director cannot also act as the secretary); while a public limited company must have a least two directors and a company secretary. If you do not have the requisite officers, you can use our nominee services.
The E-Quick package can be upgraded with the addition of many complementary services, including: domain name registration, call free telephone numbers, voicemail, call forwarding, additional sets of corporate documents, seals, nominee services, VAT registration, book keeping and accounting services, notarisation & Apostille services. Order the E-Quick Formation Package:E-Quick Formation Package - £89.95 (incorporation, government taxes and government fees are included).
For More Information: email info@ukincorp.co.uk or call: 0800 081 1510 or +44 (0) 207.935.5171, fax: +44 207.504.3531.
Applying online to Coddan is easy, quicki, chep and reliable and makes the entire application process smoother for you and us. Follow the 2-steps approach to searching and registering your company with Companies House at the same-day, without the need for extensive paperwork; all of it is covered by Coddan (click on the Online Order Forms icon).
ECONOMY Irish LTD Registration Package for Just £239.95 The ECONOMY UK LTD formation package is our most popular package with EU residents. It is ideal for smaller companies, such as those being run by a sole director from home who has a partner to act as company secretary, where a registered address in Northern Ireland is required for correspondence between your company and NI authorities (i.e. Companies House and the Inland Revenue). It offers:
The filing and registration of your company in Belfast; The original laminated Certificate of Incorporation; A bound copy of the Memorandum and Articles of Association; A registered office address in Belfast for one year, provided by Coddan; Forwarding of Official Mail.
All of the documents offered by this package are sent directly to you by post.
All Irish companies are legally required to have a registered address in Northern Ireland. This registered address is the official address of your company and should be used on company stationery. Your registered office address is only used to comply with the requirements of the Companies Act in relation to official mail and documents; it should not be used as a general trading address; our trade mail service is available for this purpose.
This option allows you to immediately appoint your own directors, shareholders, and company secretary. Upon registration these appointees will be recorded as the original company officers. A myriad of equity or debt financing options are available to companies that are registered in a person's name where that person is responsible for the operations of the company.
Different types of company require different combinations of officers; a private limited company must have at least one director and a company secretary (a sole-director cannot also act as the secretary); while a public limited company must have a least two directors and a company secretary. If you do not have the requisite officers you can use our nominee services.
The ECONOMY UK LTD package can be upgraded with the addition of many complementary services, including: domain name registration, trade mail services, call free telephone numbers, voicemail, call forwarding, additional sets of corporate documents, seals, nominee services, VAT registration, book keeping and accounting services, notarisation & Apostille services. Order the Economy Irish LTD Incorporation Package:Economy Incorporation Package - £239.95 (incorporation, government taxes and government fees are included).
For More Information: email info@ukincorp.co.uk or call: 0800 081 1510 or +44 (0) 207.935.5171, fax: +44 207.504.3531.
PREMIER LTD Incorporation Package for Just £349.90 The PREMIER LTD incorporation package is our most popular package with small to medium companies. It is ideal for businesses that require a registered office address in Northern Ireland, and that do not want, or cannot find someone, to appoint as a second person in their company. It offers:
The filing and registration of your company in Belfast; The original laminated Certificate of Incorporation; A bound copy of the Memorandum and Articles of Association; A registered office address in Belfast for one year, provided by Coddan; Forwarding of Official Mail; Nominee Secretary Service
Upon the formation of your company, the following documents will be sent to you: a laminated copy of the Certificate of Incorporation of your company, a hard bound copy of the Memorandum and Articles of Association of your company, a hard bound copy of the Minutes of the First Meeting of the Directors, a company register, and two printed share certificates.
All companies in Northern irelandare legally required to have a local registered address. This registered address is the official address of your company and should be used on company stationery. We can provide you with a prestigious address in Belfast. Your registered office address is only used to comply with the requirements of the Companies Act in relation to official mail and documents; it should not be used as a general trading address; our trade mail service is available for this purpose.
Different types of company require different combinations of officers; a private limited company must have at least one director and a company secretary (a sole-director cannot also act as the secretary); while a public limited company must have a least two directors and a company secretary. We will act as a nominee secretary for your business, and thereby enable you to satisfy the legal requirements.
The PREMIER LTD package can be upgraded with the addition of many complementary services, including: domain name registration, trade mail services, call free telephone numbers, voicemail, call forwarding, additional sets of corporate documents, seals, nominee services, VAT registration, book keeping and accounting services, notarisation &Apostille services. Order the Premier LTD Registration Package: Premier Registration Package - £349.90 (incorporation, government taxes and government fees are included).
For More Information: email info@ukincorp.co.uk or call: 0800 081 1510 or +44 (0) 207.935.5171, fax: +44 207.504.3531.
DELUXE Business Start-Up Package for Just £474.90 The DELUXE business start-up package is our most popular package with international customers. It is designed to allow our clients to retain anonymity for legitimate reasons. It offers:
The filing and registration of your company in Belfast; The original laminated Certificate of Incorporation; A bound copy of the Memorandum and Articles of Association; A registered office address in Belfast for one year, provided by Coddan; Forwarding of Official Mail; Nominee Secretary Service; Nominee Director Service; Power of Attorney.
Upon the formation of your company, the following documents will be sent to you: a laminated copy of the Certificate of Incorporation of your company, two hard bound copies of the Memorandum and Articles of Association of your company, two hard bound copies of the Minutes of the First Meeting of the Directors, a company register, and two printed share certificates.
All companies are legally required to have a registered office address in Northern Ireland. This registered address is the official address of your company and should be used on company stationery. Your Irish registered office address is only used to comply with the requirements of the Companies Act in relation to official mail and documents; it should not be used as a general trading address; our trade mail service is available for this purpose.
Different types of company require different combinations of officers; a private limited company must have at least one director and a company secretary (a sole-director cannot also act as the secretary); while a public limited company must have a least two directors and a company secretary. The name of each director and secretary of every UK company is recorded in both the company's statutory register and at Companies House. This information is therefore publicly available. For valid commercial reasons, it is sometimes necessary for the owner of a company to remain anonymous and appoint a nominee to hold their interests for them.
By using the DELUXE business start-up package, we will become the registered secretary and director of your company, and no public record of you will exist. We will act as both a nominee secretary, and a nominee director for your business, and thereby enable you to satisfy the legal requirements while maintaining anonymity. You will, however, retain full control and ownership of the company by virtue of a special agreement.
The DELUXE business start-up package can be upgraded with the addition of many complementary services, including: nominee shareholder services, domain name registration, trade mail services, call free telephone numbers, voicemail, call forwarding, additional sets of corporate documents, seals, VAT registration, book keeping and accounting services, notarisation & Apostille services. Order the Deluxe Business Start-Up Package:Deluxe LTD Start-Up Package - £474.90 (incorporation, government taxes and government fees are included)
The Renewal of Annual Services: If you order a registered office address, or any of our nominee services, please be aware that these services are provided and charged annually. Coddan will send you a renewal notice a month before these services are due to expire, asking you if you would like these services to be renewed.
If you do wish to continue receiving these services you will be invoiced, and this invoice must be paid in full before the anniversary of your company formation. If you do not wish to continue receiving these services you must notify us immediately and lodge the official changes of your company details with Companies House before the anniversary of the formation of your company.
If you do not respond to our renewal notice, or pay the renewal invoice before the anniversary of the formation of your company, we will withdraw these services and inform Companies House that we have done so.
Because these services are very often subscribed to in order to comply with statutory requirements, their non-renewal may cause some very serious consequences for your company: companies which do not meet the statutory requirements may be fined, dissolved, or even placed into administrative liquidation and have their bank accounts frozen and their property and assets confiscated.
So long as a company is registered, the beneficial directors of that company will be liable for all fines and penalties imposed for the non-compliance of the statutory requirements, e.g. not having the minimum number of officers, not filing annual returns and reports, not having a valid registered office address. A company will not be permitted to be dissolved if there are any unpaid fines or penalties.
Companies House will direct solicitors to bring a suit against the beneficial directors of any company that does not pay the penalties or fines imposed by Companies House. If the suit goes to court, company property and assets may be confiscated as part of a judgement against the company. The Secretary of State has to decide whether it is in the public interest to seek a disqualification order against a director. Examples of the most commonly reported conduct are:
Continuing the company's trading when the company was insolvent; Failing to keep proper accounting records; Failing to prepare and file accounts or make returns to Companies House and Failing to send in returns or pay to the Crown any tax that is due.
In the event that you no longer wish to maintain your company to a level which complies with the statutory requirements, you must formally file for the dissolution of your company at Companies House.
If your company has been dissolved, and there are assets or monies in the company's name, you will need to take prompt action to have the company restored to the Register. On dissolution of the company any assets remaining in its name passed to the Crown.
Therefore the company's members and directors must not attempt to use any of its assets e.g. a company bank account. Formation of a new private limited company with the same name as the struck off or dissolved company is not an alternative to restoration of a company to the Register. It will be a different company - a new company formation is exactly that - a new company registration - and the assets of the previously dissolved company will remain beyond your reach unless the proper procedures are followed for restoration to the Register at Companies House.
In addition to penalties and fines imposed by Companies House for late or unfiled annual reports, HM Revenue and Customs service levies fines and penalties if a company's annual returns are not submitted on time. Returns must be filed and all penalties paid regardless of the status of your company. If you close your company, you will still be liable to pay any outstanding tax, fees, and penalties to HM Revenue and Customs office. For More Information: email info@ukincorp.co.uk or call: 0800 081 1510 or +44 (0) 207.935.5171, fax: +44 207.504.3531.
Virtual Offices in Dublin: Our virtual offices enable you to keep your business professional and your personal life private. Many of our customers have chosen virtual offices to replace their home address, either for privacy or to portray a more professional image. What's more, the virtual office has enabled them to maintain a consistent address on business cards, letters and other communications.
A virtual office can be both a mailing address and phone number or you can just choose one option. Mail is kept for collection or forwarded on to your nominated address. Calls are handled by our live receptionist and your messages are held, sent to you via email or even text message - you choose! Remember too, that virtual offices are a charge against your tax bill - and you can still claim a percentage of your household bills if you actually work from home too!
Secretarial Services: Don't load yourself with work, load us. Consider us your own personal secretary for typing, data entry, CV preparation, photocopying, faxing, scanning, binding and laminating. What's more, if it's not on the list, just ask us - that's how we add more services, by offering the professional support that you need.In fact, the only task we probably wouldn't do is collect your dry cleaning or buy your partner a birthday gift!
Call Handling: When people call you, make sure that they get through - even when you are working, on holiday or just taking a day off. If you are expecting a spike in calls following some publicity or sales activity, you will definitely not want to be answering calls on your mobile or on your normal line. We can handle calls on a dedicated or reserved line; we can route messages to you via email or sms; we can provide information to callers, perhaps taking orders or sending out an email or post brochure. Call us today and let us pick up the phone while you pick up your pace. For More Information: email info@ukincorp.co.uk or call: 0800 081 1510 or +44 (0) 207.935.5171, fax: +44 207.504.3531.
UK Company with Bearer Shares
Company Formation in Northern Ireland
£ 89.95
This is our most popular package with Northern Ireland residents, and includes:
The filing and registration of your company in Belfast
A registered office address in Belfast for one year, provided by Coddan
Nominee Directors 
+44 (0) 141.530.8188 
+44 (0) 289.099.8744 
