Company Formation With Single Director

Follow this essential checklist to set up your company accurately, efficiently, and quickly.

Single Director Company Requirements

If you need to register a single Director company formation with Irish Formations, we can help you. A Single Director company formation under the new companies act can be a Private Company Limited by Shares. It allows for one single Director but there must be a separate company Secretary. Many people do not want to involve family or friends as part of their incorporation. This is where we step in to provide a Nominee Secretary.

We can act as a Nominee Secretary for a company so as not to involve any other person or entity. A Company Secretary can be any other person or registered entity here or abroad. Note that a Secretary must not represent another company in which the signatory is also the Director of the company being incorporated in Ireland. They should be distinct individuals. While it will be feasible to incorporate the company, administering compliance documents such as annual returns will become impossible since these documents necessitate two signatures from separate individuals.

Unlike a Designated Activity company, a Private limited company by shares can be a Single Director company. Here we will take you through the options of incorporating, being a single shareholder, and your other options

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Do I Need A registered Office Address?

Every Limited company in Ireland must maintain a Statutory registered office within the state. This office is an address visible to the public on the CRO register. The address cannot be a PO box. This address is used by the Companies Registrations office to communicate in writing to the Limited Company. The CRO will write to the Officers of the company at this address regarding compliance. Other companies may write to this address to get the attention of the Secretary or Directors. If you subscribe to our service you will receive any letter by scanned email. Your post is sent out the same day it comes in and usually within an hour of it arriving

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What Are The Duties  of a Company Secretary?

The day to day administration is the responsibility of the company Secretary. This contributes to Corporate compliance of the company.

The Secretary of the company typically bears the responsibility for submitting returns to two Irish authorities: the Companies Registration Office and Revenue, the tax authority in Ireland. They are responsible for communicating any correspondence on to the Directors that comes in for the company, and for the execution of Annual General Meetings, and the company register.

Statutory responsibilities include the signing of the B1 annual returns and the certification of the financial statements. Administrative responsibilities include keeping the minutes of meetings, communicating with the members of the company and notifying the members of any meetings


What Are The Responsibilities  of a Director?

A company Director is defined as a person who is appointed by the members to manage the company on the members behalf. Before a person becomes Director of a company they must be eligible. Its important that they understand their role and responsibilities

The Director has Duties as an officer to ensure that the company is compliant with the companies act 2014. They are responsible to keep adequate accounting records. The Director is also responsible for creating adequate financial records (Accounts)

If the company does not avail of audit exemption, then it is the Directors responsibility to ensure the accounts are audited. It is also the Directors role to file any documents with the register of companies that are required by them including any changes to the company in accordance with the Companies Act 2014.

 

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“I hate paperwork and for that reason, the company formation process gives me the heebie jeebies! Irish Formations were incredibly patient and helpful in breaking down the work flow needed to get the job done. With good humour and grace they hunted me down for the inputs I needed to make, and then seamlessly delivered on the project.I can’t imagine ever setting up a company with anyone else – there can be no better testament to their approach.”
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Can I Be A Sole Shareholder?

  • Yes. It is possible for a limited company to have one Shareholder. A Shareholder can be a person or entity anywhere in the world. There is no requirement for Directors to have shares in a company unlike many jurisdictions around the world.

Will I Need A Non-Resident Director Bond?

  • Section 137 of the company act states that if you do not have a Director living ion the European Economic Area, then you will require a Non-Resident Directors bond.  The following countries comprise the European Economic Area: 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, along with Iceland, Liechtenstein, and Norway.
  • The minimum term for the bond is 2 years. In incorporation we acquire the bond once we have all signature pages so we can immediately apply for the bond then the company

Do Directors Need  To Own Shares?

This is a common question from our foreign contacts. A Director of a Private Limited Company with shares is not obligated to possess shares in the company

We can provide the service of Company Secretary for you on an annual basis. All company types, with the exception of the Private Company Limited by Shares (LTD), must have one secretary and a minimum of two directors. One of the Directors can be a Secretary but not with this company type. Irish Formations can be the company Secretary for your company allowing you to manage the company as a Single Director and Shareholder, and have a separate Secretary.

If you would like to discuss your requirements further, please don’t hesitate to contact us. We can guide you through all the available options for your newly incorporated company. You can complete the setup process in as little as three to five days, as long as you have all your documents in order and there is no bond in place

 

What Are My  Company Set Up Requirements?


1.

Have At Least One Director

The initial 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.

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.

All directors must obtain a Personal Public Service (PPS) Number if the Director owns more than 25% of the shares in the company. You do not need a PPSN to incorporate. 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.

2.

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.

3.

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.

5.

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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6.

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.

7.

Prepare And Sign The Incorporation Documents

Once you have fulfilled the prerequisites mentioned above, you are all set to incorporate your company. Set up a company online through our portal by outsourcing to a company formation specialist, like Irish Formations. By entrusting the process to a specialist, you can navigate each step smoothly, as we possess comprehensive knowledge of the entire procedure and can guide you effectively.

The Companies Registration Office typically takes 5-10 days to process your new company application once it is submitted.

Our Company Formations Packages

Irish Company Formation Packages

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Non-Resident Company Formation Packages

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Our Company Formation Process

1. Have a chat with our Managing Director about your specific requirements. Each client will vary on what they need specifically tailored to their company. There are a number of factors to consider such as company type, residency as well as more specific requirements which will need to be decided on such as secretary, shareholders, and registered office.

2. If you are happy to proceed then our Managing Director will guide you through setting up your online account with us. Here you will be able to place the order for your company and provide us with the necessary information. Once we have received this our team will be able to process your information and begin working on your order.

3. Our team will then check all your information and correspond with the CRO to have your company name approved. We will liaise back and forth with them until everything is 100% accurate. This generally takes around 5 – 6 working days but can vary depending on CRO processing times. During this time you will also be emailed by a member of our team to provide us with a trading address and to confirm your PPS number. If you do not have one our team will send you an application for a VIN (Verified Identity Number) at this stage.

4. Once all information is checked and approved by the CRO we then generate the official documents for submission. At this point we cross check everything and once everything seems in order we will then upload your final submission.

5. After all documentation is processed, the CRO will then issue your certificate of incorporation. Our team will then draw up your official company documents which will then be added to your account for digital viewing. The physical documents will also be posted out to you.

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