Setting up a Company in Ireland, what you need to know
Here is a complete manual detailing the process of setting up a limited company in Ireland. Setting up a limited company in Ireland involves several fundamental components that are crucial. These components involve company officers like Directors, a designated company Secretary, and Shareholders. Furthermore, a valid Irish address, an allocated Issued and share capital, and the choice of an exclusive company name are compulsory. Our in-depth guide below will navigate you through these essential requirements in setting up a limited company in Ireland.
After assembling all the required information, the subsequent phase involves the creation of Incorporation Papers and a thorough constitution written by a Corporate Lawyer which we provide. These papers should then be presented to the Companies Registration Office (CRO) in Ireland by ourselves once you sign them. Our team within our Irish Formations possess expertise in this area and are ready to assist.
After the registration is successfully completed, your company will be obligated to fulfill annual accounting requirements. We will assist you in navigating these responsibilities by furnishing a comprehensive checklist outlining all the essential aspects to consider while setting up a Limited Company in Ireland. Our goal is to facilitate a seamless and well-informed journey as you embark on this business endeavor.
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What company Types are there in Ireland?
Gaining a clear comprehension of various company classifications and a precise understanding of what constitutes a limited company is essential prior to its establishment. The most popular type being a Private Limited company with Shares
Below, we have carefully organized a comprehensive breakdown of potential company types for your reference.
1.
Private Limited Company with Shares
The most common choice for Directors is a Private Limited Company with shares, known for its ease of administration, especially from abroad it avails of limited liability, the option to have one or multiple owners, and its shares not being publicly traded. This structure is often recommended for start-ups depending on their circumstances.
2.
Public Limited Companies
The allotted share capital of the company must have a nominal value of no less than €38,092. Out of this amount, a minimum of 25% must be fully paid before the company engages in business activities or exercises any borrowing authority. The incorporation of a Public Limited Company (PLC) is pursued when a company plans to secure a listing on the Stock Exchange or when a significant Business Expansion Scheme is being developed. The number of shareholders is not subject to any limitations.
3.
Companies Limited by Guarantee
Companies limited by guarantee typically operate as nonprofit organizations, 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
Unlimited Companies, on the other hand, have no limitation on liability, making members personally responsible for the company’s debts.
5.
Foreign Companies
Foreign Companies are those incorporated outside Ireland but conduct business within the country. They can be any of the other types of companies on this list.
6.
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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A Private Limited Company with Share Capital Explained
The Most common type of company in Ireland for trade for both Irish Residents and Foreign Directors is a Private Limited Company with Shares or (LTD)
The company benefits from limited liability, which means that typically, company directors and shareholders are held accountable only for the extent of their investment in the business
Moreover, a Limited Company is acknowledged as a separate legal entity, enabling it to obtain loans, enter into contractual agreements, and face legal proceedings autonomously.
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Your Essential Company Set Up Checklist:
1.
Have At Least One Director
The foundational and pivotal step in establishing your company involves appointing at least one director. For the formation of a Private Limited Company with Shares, it’s compulsory to have at least one Director and a separate Secretary. This director assumes a central role in overseeing the company’s operations on behalf of its shareholders. Often in startup ventures, the directors and shareholders are one and the same, collaborating closely to nurture and expand the business.
When a company in Ireland exclusively comprises directors who are non-EEA residents, they are obligated to acquire a non-EEA resident bond referred to as the Section 137 Bond. This stipulation similarly applies to UK-resident directors aiming to establish an Irish company while being non-resident directors, due to regulatory changes brought about by Brexit.
Conversely, directors who are non-EEA/EU residents can form an Irish company without purchasing a bond if there is at least one director residing in an EEA state, such as Ireland. In essence, the requirement necessitates having two directors, with one among them being a resident of an EEA country.
For directors possessing over 15% of the company’s shares, it’s mandatory for all of them to acquire a Personal Public Service (PPS) Number. If you lack a PPS number, you can apply for a Verification Identity Number (VIN) through Form VIF. Either a PPS number or a VIN is indispensable for the establishment of a company in Ireland. We offer complimentary processing of VIN forms within our service packages.
2.
Choose Your Company Secretary
When your company is under the leadership of a sole director, it becomes crucial to assign a separate entity or individual as the Secretary. However, if there are two or more directors, one among them has the option to also take on the role of the company Secretary. For those who are establishing a new company individually, Irish Formations provides the choice to have a Nominee Secretary.
The company Secretary shoulders a significant responsibility in ensuring the company’s adherence to statutory deadlines. They work closely alongside the Accountant to guarantee the timely submission of financial statements. The consequences of failing to file the Annual Return on time can result in substantial fines, and the financial statements might necessitate auditing for a span of two years. To proactively avert the risk of missing the Annual Return deadline, we are dedicated to reminding you of these obligations.
3.
Outline Shareholders
The shareholders are the individuals who hold ownership in your company. In many instances, especially in new businesses, it’s common for the director to also take on the role of a shareholder. However, it’s important to note that directors don’t necessarily have to be shareholders, and vice versa. If you’re establishing a company alongside a co-founder, you might consider incorporating shareholders’ agreements and clarifying voting rights. Nonetheless, it’s crucial to recognize that such agreements are not obligatory when initiating a company in Ireland.
5.
Choose A Limited Company Name
The Limited company name typically takes precedence in your mind when you are incorporating a company, but dont worry, we will guide you through this process. The Companies Registration Office (CRO) have guidelines when it comes to company names. The chosen name for the company must possess uniqueness. This ensures that it stands distinct from other names already registered in Ireland and adheres to the stipulated company name regulations. Just enter in the forms the name you want, and we will ensure its compliance.
In the event that it bears a significant resemblance to existing names in the company register, the Registrar might require you to resubmit with an alternative name. To simplify the process and optimize time, it proves advantageous to engage the services of a company formation specialist, such as our team at Irish Formations. We guarantee that you can trade with the name you want for your company.
Through our Company Formation Ireland Service, we undertake a comprehensive check of your proposed company name on your behalf. You merely need to provide us with the intended name, and we will manage all the requisite procedures on your behalf.
6.
Have Two Addresses: A Registered Office Address and Trading Address
The registered address denotes the official legal location of your company. It is required to be a physical site within Ireland and maintained regularly for your company formation in Ireland. Many companies choose to acquire a registered address specifically for this purpose, as crucial notifications are often directed there. It’s important to bear in mind that this address is publicly accessible on the CRO website. Alternatively, this responsibility can be entrusted to a regulated ROA (Registered Office Address) provider like us.
What constitutes a business address? The business address serves as the destination for receiving business-related correspondence, including invoices, pertaining to your company. It functions as the hub for day-to-day communications concerning the company’s activities. However, it’s important to recognize that, for tax-related purposes, the Revenue authorities will still require information about the precise location where your business conducts its operations. This location is known as the trading address. It’s advisable that the trading address differs from the Registered Office Address. We offer this as our secondary address service.
7.
Sign The Incorporation Documents we prepare.
You are now fully prepared to proceed with the incorporation of your company. You file the information online, we send you the documents to sign, and you sign & return them to us being guided the whole way. Seamlessly establish your company online through our dedicated portal by availing the services of a specialized company formation provider, such as Irish Formations. Delegating the process to experts ensures a seamless journey through each phase, as we possess a comprehensive understanding of the entire procedure and can provide you with effective guidance.
Upon entrusting the process to our team, the Companies Registration Office generally takes 5-10 days to process your new company application subsequent to its submission.
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What happens After Incorporation?
1.
Register Of Beneficial Owners (RBO) Filings need to be completed.
Every registered Irish company is obliged to file their beneficial owner, defined as anyone holding 25% or more of the company’s shares, on the Register of Beneficial Ownership (RBO) website. You have a five-month window following incorporation to fulfill this registration mandate. For significant shareholders, possessing a Personal Public Service Number (PPSN) is a requirement to finalize the registration process. Alternatively, they can complete a form known as BEN2. We look after this entire process.
To streamline this procedure, you have the choice to delegate the Registration of Beneficial Ownership task to a specialist in company formation, such as Irish Formations. We encompass this essential step within our Premium Packages. It’s important to note that opening a bank account in Ireland necessitates the completion of this process. Failing to accomplish the RBO registration is considered a criminal offense and may result in fines or convictions. Additionally, it’s noteworthy that several Irish banks mandate the completion of RBO registration prior to authorizing the establishment of a bank account for your company.
2.
Tax Registration Compliance
Tax registration stands as a pivotal stage for newly established companies in Ireland. It is imperative to accomplish this prior to initiating trade activities and issuing invoices to clients. Typically, the tax registration procedure is managed independently by a third-party entity. We can get this entire process completed for you.
Various taxes apply to Irish companies, including:
Corporation Tax (CT)
Value Added Tax (VAT)
Relevant Contracts Tax (RCT):
Employers PAYE/PRSI:
Managing tax payments and handling tax return filings can be intricate, and has deadlines and potential repercussions for non-compliance. Within our premium company formation packages, we extend the service of tax registration, along with filing your initial B1 Annual Return, which is due after a six-month period. For subsequent requirements, we strongly recommend seeking the expertise of an accountant. This approach ensures accurate compliance and offers you peace of mind, enabling you to concentrate on your business while entrusting tax-related responsibilities to capable hands.
At Irish Formations, we have a sister company called CACM, specializing in Audit, Tax & Compliance. We are pleased to refer you to them. This proficient accountancy firm is prepared to provide a quotation tailored to your specific needs.
3.
Opening A Business Bank Account. You have choices!
To initiate a business bank account in Ireland, the conventional requirement often entails at least one director participating in an in-person meeting with a bank representative. However, an alternative route is to opt for an online bank account via providers like Revolut or Fire.com, for which we serve as Channel partners.
Before embarking on the establishment of a company bank account, it’s essential to have the requisite company documents on hand. These encompass the original certificate of incorporation, your company constitution, and a duplicate of the A1 form. Essentially, the setup of a bank account hinges upon the successful incorporation of the company.
4.
File Your First Annual Return to the CRO
Upon incorporation of your company, it is mandatory to submit Annual Returns to the CRO, even if your business is not actively engaged in trading. You can conveniently determine your company’s Annual Return Date by utilizing the CORE Company Search facility or talk to us.
Within six months following incorporation, the initial Annual Return must be submitted. There’s no obligation to file any financial statements during this phase. A window of 56 days is allocated for companies to fulfill all the requisite components of the Annual Return. It’s crucial to note that significant penalties are imposed for failure to meet this deadline.
We extend the convenience of this service, managing the process on your behalf, when you choose any of our premium packages for your company setup.
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