Procedure for incorporation

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.