How to set up a private limited company in Ireland

What Is A Private Limited Company?

A Private Limited company with Shares (LTD) is the most popular vehicle company type in Ireland as it is the most flexible and is the easiest to manage and change, especially remotely from another country.

It has limited liability. The shares in the company are owned by its shareholders. If the company is a limited liability company, the shareholders’ liability, should the company fail, is limited to the amount, if any, remaining unpaid on the shares held by them.

It is a Separate Legal Entity. The company has a legal existence separate from management and its members. If legal action is taken it is against the Limited Company, and not the Individuals within it.

The Vital Steps How To Setup A Company in Ireland?

1. Decide on your limited company name
   
   We will guide you through this process.  Your name should be researched for availability by your agent (us), to minimize the chance it will be rejected. We do this. Please see our guide to choosing a limited company name. It cannot be the same as another name or phonetically similar as a name on the register. Our name checking facility on our home page will give you an idea if its available.
2. Advise us on the sector your company will be active
   
   We will use this information when incorporating your company. Under the new companies act an “Object Clause” is no longer necessary as the new companies act allows for multiple activities.
3. Decide on your company type
   
   Will you be setting up a Private Limited Company with Shares, or a Designated Activity Company (DAC)? We can advise on company types when you contact us. The most popular type of company to incorporate is an LTD or provide limited company with shares.
4. Where is your registered office located?
   
   Every company in Ireland is required to have a registered office address within the state. This cannot be a P.O Box number. Irish Formations provides registered office addresses to thousands of companies and we provide Mail Scanning and processing as standard. We also provide telephony services if required. These services are available on our Virtual Office page. Call answering can always be added to your services at a later stage.
5. Decide on your share structure
   
   You will need to consider Authorised, and Issued share capital as well as values for each. We set up these shares in a way to minimize cost in the future if you wish to issue further shares. Issued share capital is set up and taken from Authorised shares so that they can be distributed to the subscribers. Shareholders can be persons or another company anywhere in the world. We recommend a simple structure of 100 shares valued at €1 each.
6. Who are your shareholders going to be and what is the distribution set up for your shares?
   
   We will collect this information and incorporate it into your application. The most popular share structure is a simple one.  A single share cannot be split so its important to issue the appropriate number of shares if being split equally between three shareholders.
7. Do you require a Section 137 Non Resident Directors Bond?
   
   This form of insurance is required if you do not have a Director living in the European Economic Area. The EEA consists of the member states of the EU, (Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, & Sweden plus Iceland, Liechtenstein and Norway.
8. Your application is then made by us
   
   All you need to do is sign the pages we give you and the rest is done for you. We engage with the CRO if necessary thereafter. Documents can be signed digitally and emailed back to us. If you are purchasing a Section 137 Bond then for now this must be posted back to us. Section 137 Bonds are applied for first before the company and when we receive the bond documents from the insurance company we put them together with your signed papers and the company is incorporated within 3-5 working days.
9. Ongoing Compliance
   
   Once your Irish limited company has been incorporated, directors have a legal responsibility to ensure the company meets its ongoing statutory, financial and tax compliance obligations. These include filing Annual Returns with the Companies Registration Office (CRO), preparing and filing annual financial statements where required, maintaining accurate statutory registers and company records, keeping beneficial ownership information up to date, and notifying the CRO of changes to directors, shareholders or the registered office. Directors must also ensure that the company complies with its Revenue obligations, including Corporation Tax, VAT and PAYE where applicable, maintains proper accounting records, and meets all relevant filing and payment deadlines. Failure to comply can result in late filing penalties, loss of audit exemption, prosecution or potential company strike-off. Irish Formations can help you get your company established, and if you require ongoing accounting, tax and compliance support, we would be happy to refer you to an independent accountancy practice that can assist with managing your limited company’s ongoing obligations.