Corporate

The Tughans Corporate department is a multi-disciplined team providing experience and advice to companies of every size, across all sectors and at every stage of their development. From incorporation through to expansion and sale, we can assist with mergers and acquisitions, governance, restructuring, joint ventures, contracts and private equity.

We are recognised leaders in the field of Corporate and M&A law, winners of Corporate Law Firm of the Year at the Northern Ireland Insider Dealmaker Awards 2016-2017 and Dealmaker of the Year 2020. We have been ranked No.1 in the Experian Deal and Advisor Table  for Northern Ireland for 6 years in a row from 2015 to 2020.

We are lead advisors on a large number of the highest profile corporate transactions in Northern Ireland and are a recognised market leader in private equity transactions. We advise many investment funds, including Invest NI in its investments through Co-Fund, leading growth funds in Northern Ireland and acted for Invest NI on the launch of the £50m Co-Fund II.

Given the breadth of the services provided by our Corporate team, visit these dedicated service pages to find out more:

 

> Inward Investment

> Selling your Business

> Start-up Fundamentals

> Company Secretarial

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There are several ways in which an overseas entity can establish a business or acquire business interests in Northern Ireland. 

The main methods are:

  • the incorporation of a private limited company,
  • the setting up of a branch or place of business (referred to as a “UK establishment”),
  • the appointment of an independent agent or distributor.
  • the establishment of a business by means of joint venture (including a partnership); and
  • the acquisition of an existing or an interest in an existing company or business.

The decision as to the most suitable type of business vehicle will depend upon a number of factors, including the nature of the intended activities in the UK, taxation and employment issues, and financing and funding considerations. The majority of companies registered in Northern Ireland are private companies limited by shares. They are the most popular form of business entity for inward investment projects. The shareholders of a private limited company have limited liability.

 

To incorporate a private company limited by shares, certain documents must be publicly filed with Companies House. These include details of the proposed name of the entity the shareholders, directors and company secretary, (refer to our IP and Data Protection: Choosing a Company Name section for additional details).

Once all incorporation details are available a company may be incorporated in as little as 24 hours using the UK Companies House web incorporation process. The main constitutional document of a Northern Irish registered company is the Articles of Association. Model Articles of Association in a basic form prescribed in the Companies Act 2006, may be registered upon incorporation. Most companies move to adopt more bespoke Articles of Association by passing a shareholder resolution, particularly upon taking in any equity investment, or where there are multiple shareholders, or only one director. If the company is a wholly owned subsidiary, which is often the case for companies establishing here, we have streamlined Articles of Association that can be adopted.

To be incorporated in Northern Ireland, a company must have a minimum of one director. There is no limit to the number of directors or shareholders that a private limited company may have but its shares cannot be offered to the general public to purchase.

A company incorporated in Northern Ireland is recognised as a UK company and is free to trade throughout the UK without having to register any additional places of business in England, Wales or Scotland.

A company incorporated in Northern Ireland is subject to the same primary legislation (the Companies Act 2006) as all other UK companies. This means that, for the most part, legislation relating to issues such as corporate governance, directors’ duties, shareholder rights is harmonised throughout the UK.

A company incorporated in Northern Ireland is subject to the UK tax regime.

 

There is no requirement for any directors or shareholders to be resident in Northern Ireland, but if none of the directors are resident in Northern Ireland an address for service in Northern Ireland must be provided. This can be the same as the company’s registered office address. A company incorporated in Northern Ireland must have a registered office address located within Northern Ireland.

There is no requirement to have a company secretary but one may be appointed if desired.

 

An overseas company will have a UK establishment or branch if it is trading in Northern Ireland and has a physical presence in Northern Ireland, such as a place of business or a branch, through which it carries on business.

Within one month of opening a UK establishment an overseas company must register with Companies House. Filing requirements for a company’s first UK establishment include copies of constitutional documents (certified) and its latest set of accounts.

An overseas company with a UK establishment is usually required to file some form of accounting documents at Companies House. It will take longer to register a UK branch because the foreign registering company must submit additional documents and information to Companies House. The review process for this can take up to 4 weeks.

The format depends on whether the company is required to prepare and disclose accounting documents under its parent law and if it is an EEA company (a company governed by the law of a country or territory in the European Economic Area).

Changes to the original information supplied to Companies House should be notified, including changes to directors, secretaries, the corporate or alternative name registered in the UK and constitution.

If a company is not required to file accounts under its parent law it is still under a duty to prepare, sign and deliver accounts to Companies House.

An overseas company with a UK establishment must state on all business letters, order forms and websites that are used to carry on business in the UK:

  • the company’s name;
  • where the establishment is registered; and
  • its registered number.

The characters must be visible to the naked eye and additional information is required for companies registered outside the EEA.

Overseas companies with a UK establishment must file accounts with HMRC

 

Many companies use a resale channel to sell their goods and/or services within or outside Northern Ireland. There are a few important distinctions between an agent and a distributor under Northern Irish law, and regardless of the nominal title used in any agreement, the Northern Irish courts will look at certain criteria in deciding whether a reseller is an agent.

These criteria include:

  • level of risk (in terms of ownership of goods and credit risk) assumed by the reseller;
  • level of control exercised over activities of the reseller; and
  • control of the price and other terms upon which the goods/ services are sold.

The European Union Commercial Agents Directive applies to all self-employed agents that have continuing authority on behalf of the principal and that are based and sell goods in the EU, regardless of the location of the principal. This Directive sets out a number of important obligations for companies using agents to sell goods (it does not apply to the sale of services) in the EU. Notably, the agent has the right to receive compensation in certain circumstances if the agency is terminated. It is not possible to contract-out of the Directive.

Distribution agreements are currently subject to both the EU and UK competition law regimes. If a distribution agreement does not comply with the relevant competition law regime, it may be unenforceable.

It is generally advisable to consult with a specialist solicitor while negotiating, and before finalising, any distribution or agency agreement, and even standard-form agreements should be checked to ensure their enforceability.

 

Companies must deliver a confirmation statement. This statement must state that the company has delivered all the information it was required to provide in the review period to which the confirmation statement relates. The review period means the 12 months beginning with the date of the company’s incorporation. The confirmation statement must be delivered within 14 days of the end of the relevant review period and must include information such as any changes to the registered office address, shareholders and capital.

The Companies Act 2006 requires all companies, whether they are trading or not, to keep accounting records. All private limited and public companies must file their accounts at Companies House. There is no charge for filing accounts at Companies House but there are fines for late filing.

We can advise on all your required annual returns in line with your selected business structure.  Additionally we can provide our clients with a range of company secretarial services through Tughans Company Secretarial, offering a cost-effective and tailored service to assist their business in meeting its particular compliance requirements.

Tughans Company Secretarial

 

A UK company or LLP must keep a register of persons with significant control over it (its PSCs) unless it falls within one of certain specific exemptions. The exemptions apply only to publicly traded companies listed on the main stock exchange. Companies and LLPs must file their PSC information annually at the UK companies’ registry, which is available to the public.

Broadly, a person has significant control over a company if any of the following apply:

  • The person holds more than 25% of the company’s shares (measured by nominal value, not by number of shares).
  • The person holds more than 25% of the company’s voting rights.
  • The person can appoint or remove a majority of the company’s directors (measured by number of board votes held, not by number of directors).
  • The person has the right to exercise, or actually exercises, significant influence or control over the company. (This is a broader condition which captures other forms of control, such as extensive veto rights under shareholders’ agreements. The UK Department for Business, Innovation and Skills has published statutory guidance on situations that may satisfy this condition).
  • The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or firm which does not have separate legal personality, and the trust or firm satisfies one of the other four conditions above.

These conditions apply regardless of whether the person holds shares in the company and is registered in the company’s shareholder register. The purpose of the PSC regime is to prevent the ultimate owner of a company from concealing his or her identity by, for example, hiding behind a trust or an offshore company.

Failure to comply with an information request is a criminal offence. In addition, if a PSC persistently fails to comply with an information request, the PSC’s interest in the company (which can comprise shares or other rights) can be restricted. The PSC will not be able to transfer that interest, and all voting and dividend rights attached to the interest will be suspended. The regime also applies to LLPs with some modifications. Under the Fourth European Union Money Laundering Directive, the regime will need to be extended to other kinds of legal entity in due course.

 

Highlights
"With Tughans you really feel you have people working with you, not for you. They manage to couple professionalism with personality."
Bedeck Ltd.
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