Incorporating your business in Northern Ireland is a relatively straightforward process.

However, before you incorporate your business in Northern Ireland, it’s always a good idea to understand the various options available to you before you decide whether incorporation is, in fact, the correct vehicle for your business.

As well as registering as a limited company, you could operate as a sole trader, or if working alongside a business colleague, as a partnership.

The UK Government describes incorporation as: “The process by which a new or existing business registers as a limited company. A company is a legal entity with a separate identity from those who own or run it. The vast majority of companies are limited liability companies where the liability of the members is limited by shares or by guarantee.”

Whilst incorporation may not be suitable or advisable for all businesses, some of the benefits of incorporation include; liability protection, tax breaks, corporate losses and trading credibility.

Director of Business Law at Granite Legal Services, Gervase McGenity advises, “Before incorporating your business; it’s essential to understand your business, your proposed company structure and who will do what.

“For example, you will, of course, need to know who all of your directors are, what specific responsibilities within the company they will have.

“Other things to think about are who is the company secretary going to be and how many shares you’re going to issue and of what value.

“You’ll also need articles of association, which are essentially the rules about running your new company and whilst ‘model’ (or standard) articles are available for adoption, these may not necessarily be sufficient to cover your specific circumstances”.

He continued, “When you’ve got all the information to hand, incorporating a company is as straightforward as completing an application online on the Companies House website, but in reality, that is the easy part.”

Gervase says “the registration process in law creates a separate legal entity with shareholders and directors, both of whom have different roles within the entity and rights and obligations in law.

“While in smaller companies very often the shareholders and the directors are the same people, the reality is that these are very distinct roles in a company and both need to understand the rights and obligations of the other,” he noted.

“For example, directors have significant legal responsibilities and obligations set out by legislation – known as ‘directors duties’ – and directors themselves can incur liability for failing to comply with those duties.

“Again, for example, there is a legal duty on a Director to act in accordance with the Company’s Articles of Association.

“Other important ‘duties’ include the duty to act in good faith, a duty to exercise independent judgment and a duty to avoid potential conflicts of interest,” he added.

Gervase continued, “Whilst incorporating a company per se is straightforward, it is everything else that flows after that which is important, and if someone who is thinking about incorporating is unsure about any part of the process, or the rights and obligations that incorporating creates, it’s advisable to speak to a legal professional.”

Further resources:

Find out more about incorporating your business in Northern Ireland HERE.

The Companies House website has detailed advice and guidance.

For help and legal advice on incorporating your business, speak to Gervase and the Granite Legal Services team by clicking HERE.

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