Northern Ireland
Company Formation Services
Northern Ireland, as an integral part of the United Kingdom, maintains a well-established corporate landscape that remains largely stable, with no groundbreaking changes in sight. Instead, the region’s primary focus lies in rebalancing its economy, shifting away from historical economic models that were shaped by Northern Ireland’s turbulent past.
Historically, the Northern Irish economy has been characterized by a dominant manufacturing industry and agricultural sector. However, the past three decades have witnessed a gradual transition towards a more service-oriented economy, notably in the public sector. The largest contributors to the private sector in Northern Ireland encompass wholesale and retail, manufacturing, and business and professional services, including real estate, renting, and business activities. Yet, as suggested by the Varney Review, substantial opportunities lie ahead for the Northern Irish economy, with the emergence of new markets in sectors such as information and communication technologies and financial services.
The government acknowledges that economic rebalancing hinges on high-productivity sectors expanding and firms across all sectors enhancing their productivity.
Common Business Entities
Companies are the most prevalent form of business entity in Northern Ireland, governed primarily by the following corporate legislations:
- Companies Act 2006.
- Insolvency (Northern Ireland) Order 1989.
These laws regulate various aspects, including the formation and dissolution of companies, share capital, directorial duties, publication of accounts and other documents, and the management and administration of companies. An essential characteristic of a company is its distinct legal identity.
Northern Ireland recognizes three types of limited companies:
Private company limited by shares, limiting members’ liability to their unpaid share value.
Private company limited by guarantee, restricting members’ liability to their agreed contributions in case of winding up.
Public limited company, allowing the sale of shares to the general public, with members’ liability confined to the unpaid portion of their shares.
Partnerships
Both Northern Ireland General and Limited Partnerships are widely employed in Northern Ireland. Unlike companies, partnerships lack separate legal personalities. Partnership laws are primarily outlined in the:
- Partnership Act 1890, applicable to both general and limited partnerships.
- Limited Partnerships Act 1907, which pertains solely to limited partnerships.
Northern Ireland General partnerships represent the predominant form, defined as the collaborative business endeavor between individuals aimed at generating profits. A partnership agreement is necessary, with fundamental terms stipulated in the Partnership Act 1890.
Northern Ireland Limited partnerships comprise both general and limited partners, with general partners being responsible for all the firm’s debts and obligations. In contrast, limited partners contribute capital or property at a specified valuation upon entering the partnership and are not liable for the firm’s debts beyond their contributed amount.
The Limited Liability Partnership Act (Northern Ireland) 2002, in force since July 2003, permits limited liability partnerships. These structures retain the partnership framework while safeguarding partners’ personal assets from claims unrelated to their responsibilities.
Northern Ireland LLP
Limited Liability Partnership (LLP)
LLP – Tax Planning
Under certain conditions, Northern Ireland Limited Liability Partnerships can avoid UK tax at both the corporate and individual levels if structured correctly. LLPs in Northern Ireland, with solely non-resident partners and no Northern Irish or UK business activities, are exempt from taxation in both Northern Ireland and the UK.
Moreover, it’s not obligatory for an Northern Ireland LLP to include a British partner. As long as the business of the Northern Ireland LLP is managed, controlled, and conducted outside the United Kingdom, no taxation should apply to the non-resident partners’ income.
General LLP Benefits
Northern Ireland and the entire United Kingdom actively promote pro-business policies and maintain a relatively low level of bureaucracy.
Establishing a virtual office presence in Belfast offers the appearance of a local LLP.
The Certificate of Formation, Articles of Organization (if applicable), and the LLP Agreement exhibit remarkable flexibility.
All relevant legal documents can be promptly apostilled according to the Hague Convention of 1961.
A comprehensive selection of office address options is available.
N.I. LLPs can be registered expediently, often within 24 to 48 hours.
The region benefits from a well-educated populace.
Corporate and general laws are highly developed.
Registering an entity in Northern Ireland or the UK conveys prestige.
Annual Companies House Duties are modest.
Fiscal transparency applies to both domestic and non-resident LLPs.
Non-resident LLPs have the capacity to be externally managed in jurisdictions with low tax rates, tax-free status, or tax exemptions.
We provide a variety of options to facilitate the swift and uncomplicated incorporation of your Northern Ireland LLP with Companies House, ensuring hassle-free administration once the registration is complete. Among the myriad legal developments in recent years, the introduction of limited liability partnerships stands out as particularly intriguing. In practical terms, a limited liability partnership serves as a mechanism for safeguarding partnerships of all sizes against potential liabilities stemming from inadvertent or negligent actions by a partner. For instance, it shields partners in international accounting firms from personal liability in cases where significant claims are brought forth by clients. Similarly, it offers protection to partners in construction businesses in the event of structural failures leading to substantial claims.
Other types of partnerships may also find limited liability partnerships attractive for the same protective reasons. This business structure can be suitable for collaborations where some partners are less involved, often referred to as “sleeping” partners, and is well-suited for individuals engaged in joint property or finance ventures. Nevertheless, it’s important to note that a limited liability partnership is less likely to serve the needs of smaller trading companies, as conventional limited companies often fulfill their requirements at a lower cost.
Open a Northern Ireland LLP
Full Tax Exemption
Highest level of Credibility
Northern Ireland Limited Liability Partnerships introduce a novel form of legal business entity with limited liability. These partnerships are subject to partnership tax treatment but closely resemble companies in other aspects. They must have a minimum of two formally appointed designated members at all times. Designated members function similarly to executive directors and the company secretary in a company. In the absence of at least two designated members, every member automatically assumes designated member status.
In collaboration with our firm, Northern Ireland LLPs are formed with a profit motive and a focus on international trade of goods or services, consultancy, or related services, with no N.I./UK activities. Designated members play a key role, specifically if the LLP generates income within N.I./UK.
Designated members have legal obligations, such as appointing an auditor (if required), signing accounts on behalf of members, delivering accounts to the Registrar, notifying the Registrar of membership changes or alterations to the registered office or name, preparing, signing, and delivering an annual return, and representing the LLP in case of winding up or dissolution. Designated members may carry these responsibilities after agreement from other members, and the law places additional obligations on them.
Designated members
Each Northern Ireland Limited Liability Partnership is required to have at least two formally appointed designated members at all times. These designated members perform roles akin to those of executive directors and a company secretary in a standard corporation. Their responsibilities encompass the following aspects, particularly if the LLP generates income within Northern Ireland or the United Kingdom:
Appointing an auditor if deemed necessary.
Signing off on the financial accounts on behalf of the members.
Delivering the financial accounts to the Registrar.
Notifying the Registrar of any alterations in membership, registered office address, or the name of the limited liability partnership.
Preparing, signing, and submitting an annual return (Form LLP363) to the registrar.
Acting on behalf of the limited liability partnership in the event of winding up or dissolution.
It’s important to note that designated members are legally liable for any failure to fulfill these obligations. If there are less than two designated members, all members are considered designated members by default, unless the LLP decides that only specific members should carry this designation.
With the consent of the other members, an individual member can become a designated member at any point. These designated members share the same rights and duties as any other member within the limited liability partnership. The parameters of these shared rights and responsibilities are outlined in the limited liability partnership agreement and are governed by general legal principles. However, designated members are subject to additional legal obligations.
Note:
The number of members within an LLP can be unlimited.
Shelf limited liability partnerships are available and can be provided upon request.
The incorporation process typically takes approximately 24 to 48 working hours.
Our company licensing services
— What we do and do not do
Our company is EXCLUSIVELY engaged in assisting worldwide clients, either individuals or corporate entities, to get duly and properly licensed with local Regulators and Financial Authorities to get respective official licenses to legally carry out their cryptocurrency or financial related business activities.
TBA & Associates Tax Business Advisors does not provide or carry out any sort of Cryptocurrency or Financial services!
Disclaimer: While TBA & Associates strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact TBA Customer Services for advice on your specific cases.