How To Set Up A Company In Ireland
To establish a company in Ireland, several essential elements are required. These include stakeholders such as directors, a company secretary, and shareholders. Additionally, you’ll need to provide an address in Ireland, have a designated share capital, and select a unique company name. Our comprehensive guide will lead you through these prerequisites.
Once you have gathered all the necessary components, the next step is to prepare Incorporation Papers and a comprehensive constitution. These documents must be submitted to the Companies Registration Office (CRO) in Ireland. Should you encounter any difficulties in preparing these forms, our assistance is readily available and our team here at Irish Formations are experts in this area.
Following successful registration, your company will have annual accounting requirements to adhere to. We will guide you through these obligations, providing a complete checklist of what you need to be aware of when establishing a Limited Company in Ireland. Our aim is to ensure a smooth and informed process as you embark on this venture.
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What Are The Different Company Types in Ireland
It is important to understand the several different company types and know exactly what a limited company is before setting one up.
We have compiled an extensive breakdown of the possible company types below.
- Private Limited Companies
The most common type of companies in Ireland are private limited companies. They offer limited liability and allowing for one or more owners. Shares in private limited companies are not publicly traded. This is the most popular type of company and can be managed remotely. - Public Limited Companies
On the other hand, public limited companies cater to larger businesses, enabling them to offer shares to the public. They must comply with more extensive regulations. - Companies Limited by Guarantee
Companies limited by guarantee are typically nonprofit organizations. Members’ liability is restricted to a predetermined amount, and shares are not involved. - Unlimited Companies
Unlimited companies have no liability limit, holding their members personally responsible for the company’s debts.. - Foreign Companies
Foreign Companies are those incorporated outside Ireland but conduct business within the country. - Other Companies
Additionally, there are various specific types of companies. Such as Designated Activity Companies, Investment Companies, and Industrial and Provident Societies, each serving distinct purposes and being subject to specific regulations. Each company type has its unique requirements for registration, governance, reporting, and compliance with the Companies Registration Office in Ireland.
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Private Limited Company By Shares
Our Company Formations Packages
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Your Essential Company Set Up Checklist:
- Have At Least One Director
The initial and crucial step in setting up your company is to appoint a director, and you must have at least one director to proceed with a Private Limited company with Shares.
The director plays a pivotal role in managing the company on behalf of its shareholders. In many startup companies, the directors and shareholders are the same individuals, as they focus on building and growing the business together.
For all Irish companies, it is mandatory to have at least one director who is a resident of an EEA/EU country. However, if a company in Ireland has only non-EEA resident directors, they must obtain a non-EEA resident bond known as the Section 137 Bond. This requirement also applies to UK-resident directors seeking to establish a company in Ireland as non-resident directors, following the changes in rules due to Brexit.
On the other hand, non-EEA/EU resident directors can establish an Irish company without purchasing a bond if at least one director resides in an EEA state, such as Ireland. In other words, you need to have two directors, and one of them must be a resident of an EEA country.
All directors must obtain a Personal Public Service (PPS) Number if the Director owns more than 15% of the shares in the company. If you do not already have one, you can apply for a Verification Identity Number (VIN) through Form VIF. Either a PPS number or a VIN is required to establish a company in Ireland. - Choose A Company Secretary
If your company has a sole director, it is essential to appoint a separate company or person as Secretary. However, in the case of two or more directors, one of them can also take on the role of the company Secretary. Irish Formations can take on the role of Nominee Secretary.
The company Secretary holds a primary responsibility, ensuring that the company meets its statutory Deadlines. Collaborating closely with the Accountant, they work to guarantee the timely filing of financial statements.
Late filing of the Annual Return can lead to hefty fines, and the financial statements may need auditing for a two-year period. To avoid any risk of missing the Annual Return deadline, we will remind you of these obligations. - Have At Least One Shareholder
The shareholders represent the owners of your company. It is frequently observed in new businesses for the director also serve as the company’s shareholder. Directors do not have to be Shareholders and vice versa.
If you are establishing a company with a co-founder, you might contemplate shareholders’ agreements and voting rights. However, it is essential to understand that such agreements are not mandatory when setting up a company in Ireland. - Deciding On Shares
Shares can be likened to portions or pieces of the company that can be distributed to individuals. Thus, this allocation of shares establishes the legal ownership of the company.
When establishing a Limited Liability Company in Ireland, the issuance of shares is a vital step. After the company’s registration, you have the flexibility to assign additional shares or transfer existing ones as needed. - Choose A Company Name
When considering the setup of a Limited Company in Ireland, the company name typically takes precedence in your thoughts. However, it’s essential to be aware that the Companies Registration Office (CRO) maintains strict guidelines regarding company names.
The chosen company name must be unique. This ensures it stands apart from other names already registered in Ireland and complies with the prescribed company name guidelines.
The Registrar conducts thorough checks to verify the uniqueness of your proposed name. If it bears too much resemblance to existing names on the company register, the Registrar can request resubmission with a different name.
To streamline the process and save time, it’s beneficial to enlist the services of a company formation specialist, like our team at Irish Formations. With our Company Formation Ireland Service, we conduct a company name check on your behalf. You need only provide us with your proposed company name, and we’ll handle all the necessary procedures for you.
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- Have Two Addresses: Business Address and Trading Address
The registered address refers to the official legal address of your company. It must be a physical location situated in Ireland and regularly monitored. Many companies opt to purchase a registered address for this purpose since essential notices are often sent there. It’s important to note that this address is publicly available on the CRO website. It can be outsourced to a regulated ROA provider like ourselves.
What is a business address? The business address serves as the location where your company’s business-related mail, such as invoices, is received. It is where day-to-day communication regarding the company’s operations takes place.
Please be aware that, for tax purposes, Revenue will still require information on the exact location where your business conducts its operations. This is known as the trading address. It is recommended that the trading address is separate to the Registered Office Address. We provide this at our second address.
- Prepare And Sign The Incorporation Documents
After you have successfully incorporated your company will have a number of obligations to abide by. Most of these services will be covered in the purchase of any of our premium company formation packages. These include:
● Tax registration
● Opening a company bank account (Referral)
● Registering your beneficial owners with the RBO
● Filing your B1 First Annual Return.
These can also be purchased as individual services and it is important to note that these are all legal obligations for every Irish Company once active and incorporated..
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Ready To Create Your Company
If you have read through all of the above and are happy with the necessary steps then please contact us and we can get the process started today! If you feel like you still may have some questions on any of the above then do not hesitate to reach out to a member of our team who would be happy to talk you through it.
Here at Irish Formations we are experts on company set up and can ensure the creation of your company is done efficiently, accurately, and quickly. Creating your company does not have to be a grueling process. We are here to make it a smooth and easy journey. We can set it up for you completely remotely and ensure the highest quality and utmost professionalism from our team of experts here at Irish Formations. Contact us today to get started!
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