UK Company Formation Specialists - Fletcher Kennedy Limited

Northern Ireland Company Formation Service

Northern Ireland Company Formation - Questions

Company Compliance Queries CRN19     

Registering a New Company CRN1

Sensitive words and expressions CRN3

What must a company send to Companies Registry each year?

All limited companies must send a set of accounts, and an annual return (form 371a or 371s).

My company does not trade. Do I still have to send accounts and a return?

Yes, even if your company hasn't traded yet, or isn't trading at present, you must still deliver accounts and a return each year.

I am not sure what type of accounts my company needs to prepare?

The Guidance Booklet tells you about accounts, including those for dormant companies and companies with a small turnover.

What will happen if my company's accounts and returns are not delivered on time?

Failure to deliver documents on time is a criminal offence: directors risk a criminal record, a fine and disqualification. Also, the company will incur an automatic financial penalty of up to £1,000 for a private company, or £5,000 for a public company, if any accounts are delivered late. Your company could also be struck off the register if the record is not kept up to date.
Remember that the company records now highlight the absence of accounts and returns, and this information is available for public inspection.

Will Companies Registry tell me when documents are due?

Companies Registry sends over 40,000 letters each year to companies and their officers to remind them that delivery dates are imminent, or to alert them that deadlines have been missed. It is unwise, however, to rely solely on these - the onus is on directors to ensure that documents are delivered on time.
Letters from Companies Registry are sent to companies at their Registered Office, so it is important to keep this address up to date. If you change your registered office address, send the new details to Companies Registry on form 295 without delay.

Why must I file a form 23?

The form 23 is a statutory declaration that the information filed as part of, or in support of, an incorporation application is correct. The declaration allows prosecution under the Perjury Act of anyone making false statements and so reduces the likelihood of applicants avoiding the disclosure requirements of the Companies Order.

If I correct or amend information on a form 21 or Memorandum of Association why must I re-swear my form 23?

The form 23 is a statutory declaration that the information filed as part of, or in support of, an incorporation application is correct. Any additional information added to an application must be accompanied by another declaration stating the new information is correct.

Why must the director and secretary sign the form 21?

To indicate that he or she consents to act in the capacity indicated, and accept the duties and the responsibilities that go with the post.

Why must the subscriber or agent sign the form when in most cases they have already signed the Memorandum and Articles of Association?

They are signing to indicate that they as the owners or owners representative consent to the individuals shown as directors or secretaries acting in that capacity for the company.

Is there a minimum age under which an individual is barred from acting as a company director?

The Companies Order imposes no restriction on the minimum age of company directors. However Companies Registry will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director. There will be exceptions to this general rule and Companies Registry personnel are open to persuasion. If an applicant insists we would have to accept an underage appointment but applicants should bear in mind the impact on the credibility of their company such an appointment may have on individuals who examine the public record of their company.

Are company officers permitted to give a corporate address or P O Box number as an address?

No, the Companies Order is quite specific here; company officers must give their private, home address. A Corporate Body standing as Secretary or Director can give a P O Box address provided it could be validated by the Royal Mail.

Can a P O Box be used for the Registered Office address?

Yes, provided the full address is given, including the postcode, and it is validated by the Royal Mail.

Is there a requirement that subscribers or officers of Northern Ireland limited companies be resident in the UK?

No there is not, subscribers or officers may be resident outside the UK.

What are the objects of a company?

The objects are what the company does. An example is 'General Commercial Trading Company'.

- Northern Ireland Company Formation
- Legal jurisdiction - Northern Ireland Forms
- Northern Ireland Company Formation - Questions