Memorandum & Articles of AssociationBUSINESS & COMPANY FORMATIONS LIMITED

How to Register a Company In Ireland

REGISTER A COMPANY IN IRELAND

IRISH COMPANY FORMATION information and resources on Company Registration Procedures in Ireland under the New Companies Act 2014.

How to register an IRISH LIMITED COMPANY with only one shareholder or one Director.  How to Register an IRISH COMPANY if your are non resident - the most frequently asked Company Formation questions, Irish Company Registration requirements, procedures and choosing a Company Formation Package.

WHAT TYPE OF COMPANY CAN I FORM?

You may either register a LTD company under Companies Act 2014 or a Designated Activity Company - DAC

HOW MANY DIRECTORS MUST THE COMPANY HAVE?

A LTD company under the New Companies Act 2014 may have a single Director. A Designated Activity Company - DAC must have a minimum of two Directors. (Corporate Directors are not allowed)

ARE IRISH RESIDENT DIRECTORS REQUIRED?

The Directors can be of any nationality but one of the Company Directors must be "resident" in member state of the EEA. (European Economic Area). The EEA is all of the EU plus Iceland, Norway and Liechtenstein.

WHAT IS THE MINIMUM AGE REQUIREMENT FOR A DIRECTOR ?

Every Director must be over eighteen years of age.

WHO OWNS THE COMPANY AND WHO RUNS IT?

The Directors run a limited company and the shareholders (members) own it. The shareholders (often referred to as, "the members") are the actual owners of the company. The minimum number of shareholders is one, the maximum number of shareholders is 149 in the case of a LTD company. Corporate shareholders are allowed. Shares may be held jointly by two or more people. The directors may also be the shareholders and will always be answerable to the shareholders and are legally bound to act in their best interests. You can form a company with only one member/shareholder. One person can own all of the shares. Proprietors who wish to hold the entire share capital can do so by forming a "Single Member Company".

WILL I BE LIABLE FOR THE COMPANY'S DEBTS?

Not unless you sign a personal guarantee or trade fraudulently. A limited company is "limited" in the sense that it bestows limited liability on the company owners. Shareholders/Members are not liable for company debts. Many people lose their savings and other assets because they started a business without "being limited". You should assess your own situation in relation to the risk factor of your new business.

WHAT DOCUMENTS ARE REQUIRED TO REGISTER A COMPANY ?

Both a private company limited by shares, a LTD and a Designated Activity Company require a constitution to be drafted together with the required pre-registration application documents. BCF drafts and provides as part of your new company formation package all of the required constitutions, memorandum, articles and pre-registration documents required.

CAN I TRADE IMMEDIATELY?

Once your company has been registered you can trade with it.

WHAT ABOUT RUNNING COSTS?

Running costs apply to every business. In relation to an IRISH LIMITED COMPANY, it may cost extra to prepare year end accounts and statutory annual returns to the Companies Registration Office. It is usual practice for most accountants to agree fees in advance in relation to these matters the costs for which are usually dependant upon the level of transactions and the extent of work to be carried out. Late filing fees, penalties and charges also apply to "late" annual returns.

WILL I NEED AN ACCOUNTANT AND AN AUDIT?

It is not a legal requirement for a limited company to have an appointed accountant, although it is usually advisable to arm yourself with the necesary knowledge regading how to prepare year end statutory accounts and file tax returns.

WHAT ABOUT CHOOSING A COMPANY NAME. WILL MY CHOICE OF COMPANY NAME BE APPROVED?  

Your proposed choice of company name requires approval by the Registrar. There are detailed requirements with regard to company names. See related article - Choosing a Limited Company Name - approval & practice.

DOES THE COMPANY NEED A REGISTERED OFFICE ADDRESS?

Yes, a Registered Office Address is required. This address must be in Ireland. The Registered Office is the official address for the limited company, where legal documents and letters from Revenue, The Companies Registration Office etc. may be served. All "official" correspondence is sent to the registered office.

CAN I USE MY HOME ADDRESS AS THE COMPANY'S REGISTERED OFFICE ADDRESS?  

Yes.  

IS THE REGISTERED OFFICE ADDRESS THE SAME AS THE BUSINESS TRADING ADDRESS/CENTRE OF ADMINISTRATION ?

The trading address is the address where the business is actually carried on. In many start up/small to medium sized companies this is often one and the same as the registered office address. The centre of administration is the address at which the overall control of the company is exercised and at which the central administrative functions of the business is carried on.

WHAT IS THE COMPANY CAPITAL & HOW IS THE COMPANY CAPITAL ARRANGED?  

The "authorised" share capital of a company is the total number of shares that can be issued in the company. Company share capital is expressed in Euros. The "issued" or paid up share capital is the shares that have actually been allotted and paid for by the shareholders. In the absence of instructions to the contrary.

DOES THE COMPANY NEED TO HAVE A COMPANY SECRETARY?

Yes, every limited company must have a Company Secretary. This may be one of the named Directors or another person. Business & Company Formations provide Company Secretarial administration services to assist company directors, company secretaries and accountants.

WHAT ARE THE LIMITED COMPANY'S OBLIGATIONS AFTER INCORPORATION?

The company will need to register with the Revenue Commissioners for corporations tax, VAT, etc where exceeding the threshold. The company will also need to maintain the necessary statutory registers of the company and adhere to corporate compliance legislation.

WHAT ABOUT ANNUAL RETURNS?

An Annual Return will need to be filed six months after incorporation and every year thereafter. Accounts must be prepared and filed each year, in certain cases, audited accounts may be required. 

ARE THERE ANY DISADVANTAGES TO SETTING UP AND RUNNING A LIMITED COMPANY?

A few. The preparation of annual accounts will probably cost more than a sole trader/partnership and your business information is freely available to the public who can carry out a company search on you business.

WHAT ARE THE ADVANTAGES?

See a related article the advantages of incorporating a limited company.

HOW DO I PROCEED TO "GO LIMITED"?

We make that easy for you. You can start here.