Setting Up a Limited Company in Ireland
The most common form of company in Ireland is a Private Company Limited by Shares “(LTD)”. Other types of companies are available in Ireland such as the Designated Activity Company (DAC) which is limited by shares or limited by guarantee, a (PLC) Public Limited Company and a (CLG) Company Limited by Guarantee.
When setting up a limited company in Ireland you first need to consider the various types of company’s available and select the most suitable form for your business. The members of all types of limited companies have access to limited liability but each company type brings with it advantages and disadvantages depending on your business. Our advice is to speak with a firm that specialises in company formation and administration like ourselves.
Guide to Setting Up a Limited Company in Ireland
Once you’ve chosen the most suitable form of Company has been selected, there are several decisions to be made;
- Company Name; The company name cannot be the same or too similar to a name that is already on the register. It’s advisable to ensure that it does not conflict with either a trademark or business name. It must not be offensive (there are guidelines surrounding the use of certain words and should be reviewed). This step, in choosing a company name, is very important because if the Companies Registration Office declines the company name, the entire application for incorporation will be rejected.
- Registered Office; Every company type must have a registered office address which will be publicly displayed on the Register of Companies. The address must be in Ireland. It is where correspondence from the Companies Registration Office (CRO) as well as any legal notices for the business will be delivered.
- Company Officers; An LTD company may have a sole director but a minimum of two directors are needed for all other company types. A company secretary must be appointed for all companies. The company secretary may be a corporate entity but directors must be natural persons. However, it is possible for a director to act as the company secretary on the condition that he/she is not the sole director.
- Constitution; Under the Companies Act 2014, requirements for each type of company’s constitution is set out. This document is what governs the company and it is highly recommended to seek advice in this matter from a firm with experience in drafting such a document and in company formation and administration.
- Shares; Each company will have a member or members. Companies that are limited by shares will have a share capital. Depending on the business and the ownership structure, the creation and issuing of several types of shares with different rights should be considered.
- Incorporation; When all of the above steps have been decided on, it is possible to complete, sign and file the statutory forms to incorporate the company. The forms, constitution, along with a filing fee, must be delivered to the CRO. A company formation and administration agent can assist in this process. If approved, the CRO will issue a certificate of incorporation by email.
Once incorporation has taken place, there are a number of things that need to be attended to and the services of a company secretarial agent can be beneficial. Things such as;
- The company must ensure that disclosures on its letterhead and website are sufficient
- Adequate books and records are maintained
- Tax registrations and filings may be required
- Board meetings and Annual General Meetings need to be held
- On an annual basis, Statutory filings are required
- In certain circumstances, the company must be managed in line with the constitution and the legislation.
Incorporating a company should be well planned as it can be a critical decision. What is outlined above is an overview guide as not to be too exhaustive. You may wish to consider additional factors when incorporating.
City Trust can assist you and your business in the entire process from deciding on a company to annual compliance.