Below is a comprehensive guide on how to set up a limited 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 a Registered Office address in Ireland which we can provide, have a designated share capital, and select a unique company name. Our comprehensive guide will lead you through these elements.
Once you have gathered all the necessary components and submitted them to us, the next step is to prepare Incorporation Papers and a comprehensive legal constitution. These documents must be submitted to the Companies Registration Office (CRO) in Ireland by us. Should you encounter any difficulties in preparing these online forms on our website, 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 regarding how to set up a company in Ireland, 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?
Lets take you through the 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.
1.
Private Limited Companies
The most popular type of company is the Private Limited Company, characterised by limited liability, the flexibility of having one or more owners, and its shares not being publicly traded. It is usually best for start-ups. This type of company can be managed from abroad remotely.
2.
Public Limited Companies
A PLC can issue shares to the public and is often listed on a stock exchange. This allows for the company to raise substantial capital from a wide range of investors. Irish law places significant emphasis on corporate governance for PLCs.
3.
Companies Limited by Guarantee
Companies limited by guarantee typically operate as nonprofit organizations & Clubs, where members’ liability is restricted to a specific amount, and they do not issue shares. This type is also popular with Clubs and societies.
4.
Unlimited Companies
An “unlimited company” is a type of legal entity that exists in Ireland and some other jurisdictions. In an unlimited company, the liability of its members (shareholders) is not limited to the amount they have invested in the company. Instead, members can be held personally liable for the company’s debts and obligations to an unlimited extent.
5.
Designated Activity Company (DAC)
A Designated Activity Company (DAC) is a specific type of company structure under Irish law that was introduced to replace the previous private limited company (LTD) structure for certain purposes. The DAC structure offers more flexibility in terms of shareholder rights and corporate governance compared to the LTD structure however it required stringent compliance.
6.
Other Companies
Additionally, there are various specific types of companies. Such as 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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What Is A Limited Company?
Private Company Limited by Shares often referred to as ‘A Private Company Limited by Shares (LTD),’ stands as one of Ireland’s prevailing business structures and is the most popular vehicle type.
The company enjoys the advantage of limited liability, ensuring that company directors and shareholders are typically held liable only for the amount they have invested in the business.
Furthermore, a Limited Company is recognized as a distinct legal entity, granting it the ability to secure loans, engage in contractual agreements, and be subject to legal action independently.
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Your Essential Company Set Up Checklist:
1.
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 benificial 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 can 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. 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. You do not need to purchase this immediately. For Non-Resident Directors 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 if required.
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, your shares will be outlined on the constitution of the company for which you will both sign your names accepting the shares.
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.
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.
Decide on your share structure
Shares in an LTD for example are made up of Authorised Shares and Issued Shares. Issued Shares hold the value in the company. We recommend having 100 Issued Shares valued at €1 and Authorised Shares being set at 1000,000 Valued also at €1. The Issued shares are outlined in the Constitution and all shareholders sign their names to this document.
8.
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.
A company formation in Ireland typically takes 5-10 days to process your new company application once it is submitted if a Section 137 Bond is in place.
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Everything You Need To Do After Incorporation:
1.
File With The Register Of Beneficial Owners
All Irish registered companies are obligated to register their beneficial owner (anyone holding 25% or more of company shares) on the RBO (Register of Beneficial Ownership) website.
You have a window of five months after incorporation to fulfill this registration requirement.
For the majority shareholders, it is necessary to possess a Personal Public Service Number (PPSN) to complete the registration. Alternatively, they can fill out a form BEN2.
To simplify the process, you have the option to outsource the Registration of Beneficial Ownership service to a company formation specialist, such as Irish Formations. We include this key process within our Premium Packages. A Bank account cannot be opened in Ireland without this step being completed.
Failure to complete the RBO registration is considered a criminal offense, potentially leading to fines or convictions. Additionally, it’s important to note that many Irish banks require the RBO registration to be completed before they allow you to set up a bank account for your company.
2.
Registering Your Company For Tax
For new companies in Ireland, tax registration is a crucial step. This must be completed before commencing trading and issuing invoices to clients. Usually, this tax registration process is handled separately by your third party.
Various taxes apply to Irish companies, including:
Corporation Tax
Value Added Tax (VAT)
Relevant Contracts Tax (RCT):
Employers PAYE:
Managing tax payments and filing tax returns can be complex, with strict deadlines and potential penalties for non-compliance. In our premium company formation packages we offer tax registration and we file your first B1 Annual Return which is due after six months. Anything after this we would recommend you go to an accountant. This will ensure proper compliance as well as peace of mind. This allows you to focus on your business while leaving the tax-related responsibilities in capable hands. At Irish Formations we will refer you to our Sister business called CACM who work in the Areas of Audit, Tax & Compliance. This Accountancy firm would be delighted to quote for your needs.
3.
Open A Business Bank Account
To establish a business bank account in Ireland, it’s typically required for at least one director to have a face-to-face meeting with a bank representative. Alternatively, you have the option to open an online bank account with a bank provider such as Revolut or Fire.com for which we are Channel partners.
Before proceeding with the setup of a company bank account, you must possess the necessary company documents, which include the original certificate of incorporation, your company constitution, and a copy of the A1 form. In essence, the bank account setup is contingent upon the company’s successful incorporation.
4.
File Your B1 Annual Return
Once your company is incorporated, you are obligated to submit Annual Returns to the CRO, even if your business is not actively trading.
You can easily verify your company’s Annual Return Date by utilizing the CORE Company Search facility.
Within six months after incorporation, you must submit the first Annual Return. There is no requirement to file any financial statements at this stage. Companies have a period of 56 days to complete all the necessary elements of the Annual Return. It’s essential to be aware that there are substantial penalties imposed for failure to meet the deadline. We provide this service and take care of this for you with the purchase of any of our premium packages.
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