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E-Quick Package |
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 £ 89.95 | No Renewal fees | | |
 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
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Economy Package |
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| £ 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
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Premier Package |
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| £ 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
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Deluxe Package |
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| £ 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
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| 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.
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(click here for other packages)
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| 1. Company subscribers may be residents outside the Northern Ireland.
2. You must appoint a minimum of 1 Director.
3. Directors can be corporate bodies or private individuals.
4. A Director can be of any nationality.
5. All companies must appoint a company Secretary.
6. A Secretary can be of any nationality.
7. If there is only ONE Director he or she CANNOT also be the Secretary.
8. There is no maximum and no minimum share capital.
9. There is no minimum share capital, no paid-in capital requirement.
10. The company is required to have a registered office in the Northern Ireland.
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- DEAR VISITORS, If you want to become familiar with the description and the contents of Northern Irish company formation packages, offered by our company and to find above, what kind of service is included in this or that formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the Northern Irish company formation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the formation of companies and electronic filing of Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects formation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the formation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.coddan.co.uk) are in Great British pounds.
Live Help » 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.
 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 registration 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.
Limited guarantee company. 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.
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 Ј50,000 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 'pic' 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.
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 formation 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 formation 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.
- 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 formation 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. If you need more information about whether such a person can become a director of a Northern Ireland - registered company, contact: Home Office Immigration and Nationality Department Lunar House Wellesley Road Croydon CR92BY Tel: 020 8686 0688. 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 director/s 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 And 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.
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.
- Northern Irish Company Creation & Company Creation Services From - £190.00
We are an independently owned and UK based firm that specialises in providing formation and provision of domiciliary, administrative, management and related services such as mail forwarding services, shareholder relations, management and deferral agreements and director services. Coddan CPM 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 7-10 working days to register a new limited company. Our formation service includes everything you need to form a new business entity: name availability check. Provision of Memorandum and Articles. Creation at the Northern Irish Registry. Certificate of Incorporation. Company registers. Provision of Memorandum and Articles. Registered address in Northern Ireland. Provision of nominee secretary and nominee directors.
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 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. 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 Creation 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.
- Northern Irish Company Formations
Our Northern Ireland company formation packages are formed directly in Belfast in just a few days.
A company registered in England & Wales must have its registered office address in England or Wales and a Northern Irish company must have its registered office in Northern Ireland. Each can trade freely in the other jurisdiction (and have trading addresses there) but its registered office must always stay in the jurisdiction in which it was originally registered. Companies House will use this address for correspondence - if you are not based at this address make sure you always have access to any post. If you do not have an address within the Northern Ireland we can provide this service for you. Our registered address will be recorded at Companies House and all official mail will be forwarded to your designated address. We will also display your company name outside of our offices as required by law. Coddan provides the registered office address for your business for the agreed fee, which is renewable annually.
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.
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UK Company With Bearer Shares
Northern Irish Company Formation
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