We received an interesting enquiry recently that focused our attention on an area which we had all but forgotten about, that of what effect the Companies Act 2006 changes introduced in April 2008 had on Northern Ireland company formation and registration procedures.
This particular enquiry was received on a Sunday evening and therefore there was no one we could call at an office somewhere. We had to conduct our own research and try and reach a conclusion.
Although we do not provide Northern Ireland company formation services ourselves, we were intrigued and as a matter of professional duty, felt it necessary to find an answer.
A number of prominent Irish company formation agents as listed in our resources section and on checking some of their websites; we could find no mention of the recent changes which were so widely publicised as affecting UK companies.
Secondly we reviewed The Department of Enterprise, Trade and Investment online portal for information and discovered that their guide to Northern Ireland company formation located at https://www.detini.gov.uk/cgi-bin/downutildoc?id=1907 still made strong references to the need to such entities to have a company secretary.
The Companies Act 2006, which is a very detailed and some might say complicated document appeared to suggest that companies registered in Northern Ireland were subject to the same rules as UK incorporated entities.
One specific paragraph contained early on within the text stated “The Companies Act itself defines a company as ...was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6))”
This appeared to state unequivocally that the 2006 Act included the majority of Northern Ireland incorporations.
This was certainly welcome news as the meaning stipulated in the definition of a company was readily understandable. It was however still contradictory to the impressions and information gained from our other research.
Without reading the entire Companies Act 2006 (on a Sunday evening!) to ensure that some other later clause was not written which overturned the previous definition, we could not know for sure.
It was not until the next morning when we were able to contact The Department of Enterprise, Trade and Investment and ask then this specific question that we found that the Companies Act 2006 regulations introduced in April 2008 did apply to Northern Ireland company formations.
We hope that this article has the result that others who might make a similar enquiry will find the information readily available and are able to find the correct answer.
