Change your business structure

Legal implications of changing the legal structure of your business


If you change the legal structure of your business, you will have to meet certain legal obligations.

Registering with Companies House

If you are changing your business to become a limited company, limited partnership or limited liability partnership (LLP), you need to send the relevant documentation to Companies House. For more information, see starting a company or partnership.

If your business is already organised in any of these ways, you must notify Companies House of any proposed changes to its legal structure and complete the necessary documentation. Reporting changes to Companies House.

If your business becomes a company or an LLP, you must display your full name outside your place of business and at the registered office. Your registration details also have to be printed on your stationery and on external emails.

If you have a website, you will need to include a range of information, including the registration details, VAT number and geographical location. For more information, see signs, stationery and promotional material.

Registering with HM Revenue & Customs (HMRC)

If you're setting up a business as a sole trader or as a partner in any kind of partnership, you need to register with HMRC so they can set up tax and National Insurance records for you. You'll then need to complete and return a Self Assessment tax return each year. See understanding Self Assessment and your tax return.

If you are setting up a partnership, the partners should nominate one partner to act as the main contact with HMRC and fill in partnership tax returns. The nominated partner should also register the partnership with HMRC.

You can read more about registering with HMRC and getting a tax return in our section on Self Assessment.

Closing your business down

If you close your business, you should let HMRC know. To find out more about closing or selling your business, see selling or closing your business - an overview.

If you decide to turn your business into a company you should let HMRC know and you will have to pay Corporation Tax on the profits.

If you move assets from one legal entity to another, you may have to pay Capital Gains Tax and Stamp Duty.

If your business is already VAT-registered, you need to change your registration details to show it is now a company. Registering for VAT.

Assets, debts, contracts and premises

You need to consider whether the existing assets, debts and contracts can be transferred to the new entity. You may have to draw up a business transfer agreement to do this.

Review the terms of your contracts - they may be freely transferable or you may need consent from the other parties in the contract.

A solicitor or accountant can advise you on how changes in the legal structure of your business will affect your contracts. You can find a solicitor with the Northern Ireland Legal Services Commission, or find a chartered accountant with Chartered Accountants Ireland.