A Step by Step Guide on how to Set Up A Company In Ireland
If you are researching how to set up a company in Ireland, we can simplify the process for you. There are some crucial things you need to be aware of before you begin your journey to register a company in Ireland. Ultimately, once you place your order we take you through the full process at every stage. This page is our essential guide on how to set up a company in Ireland.
“We look after the entire process when forming a company and if you need to speak to us first just contact us at any time. We will work what you need and what you do not need. “
Once you have all your information required, the next step is for us to prepare all your signature documents including your incorporation papers and Constitution. We must submit these documents to the Companies Registration Office (CRO) in Ireland. We specialize in the preparation of these documents. Our team here at Irish Formations are experts in this area and will guide you through everything required to create the application documents and your Company Constitution.
Incorporation is only the first step. Your new limited company will have accounting obligations. We can guide you through these obligations, providing a complete checklist of what you need to be aware of when creating a Limited Company in Ireland. Our aim is to ensure a smooth process for you and a cost effective one.
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What are the different types of companies in Ireland?
A Private Limited Company with Shares (LTD)
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. Shareholders own the shares in the company. In the case of a limited liability company, the shareholders’ liability, in the event of company failure, is restricted to any remaining unpaid amount on their held shares.
It is a Separate Legal Entity. The company has a legal existence separate from management and its members. If legal action is pursued, it targets the Limited Company rather than the individuals within it.
What other company types are there available for registration?
1.
Public Limited Company PLC
A Public Limited Company (PLC) in Ireland is a type of company whose shares are traded publicly on a stock exchange. It can offer its shares to the general public and has a legal obligation to meet specific regulatory requirements. PLCs typically have more extensive reporting and disclosure obligations compared to private companies. They must have a minimum share capital and are governed by company law regulations specific to PLCs.
2.
Designated Activity Company DAC
A Designated Activity Company (DAC) in Ireland is a type of company structure that is commonly used for specific purposes, such as property management or professional services. Unlike private limited companies, DACs are required to specify their main activities in their constitution and must adhere to those activities. DACs may or may not have limited liability depending on their setup, and they must have at least two directors and one secretary.
3.
Company Limited by Guarantee CLG
A Company Limited by Guarantee (CLG) in Ireland is a type of nonprofit organization that does not have share capital or shareholders. Instead, it is owned and controlled by its members, who act as guarantors rather than investors. This means that in the event of the company being wound up, each member agrees to contribute a predetermined amount towards its debts. CLGs are commonly used by charities, clubs, and community groups in Ireland.
4.
Unlimited Company ULC
In Ireland, an unlimited company is a type of business structure where the liability of its members is not limited. This means that the members are personally liable for the company’s debts and obligations. Unlike limited liability companies, where shareholders’ liability is restricted to the amount invested in the company, members of an unlimited company can be required to use their personal assets to settle the company’s debts if it becomes insolvent. Unlimited companies are less common than limited liability companies and are typically used for specific purposes, such as investment holding or professional services.
What steps are taken to Register 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 in conjunction with the companies registrations office to ensure it passes the application stage. 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 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. We will choose a NACE code for your new company and you have an opportunity to check this and approve it during the process.
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. It is the easiest type of company to manage especially from abroad as a foreign Director.
4.
Where is your registered office located?
Every company in Ireland is required to have a registered office address within the state. This is called your statutory registered office address. 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 telephone services if required with the most up to date VOIP telephone service. 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 issued shares valued at €1 each. It is not possible to split an individual share so its important to set up the correct number of Issued shares from the start.
6.
Who are your shareholders going to be?
What is the distribution set up for your shares? A shareholder does not need to be a Director and can either be an individual person or another entity or company in Ireland or abroad. We will collect this information and incorporate it into your application. The most popular share structure is a simple one. If you are setting up a subsidiary of another company let us know. We will need a copy of the certificate of incorporation of that company.
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. It is not a refundable deposit. The premium is Insurance premium. 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. If your company is involuntarily struck off the register over time due to a breach of the tax consolidations act or companies act then the Bond will be monetized by the Irish Government.
8.
We then Incorporate your company.
All you need to do is sign the incorporation pages we give you and the rest is done for you. We engage with the Companies Registration Office 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. Once the company certificate of incorporation comes back to us we email it to you immediately.
8.
Do you require a Bank Account in Ireland?
You will not be able to open an account unless your RBO filing is complete, and we ensure that it is. We provide this as part of our Premium Package. Your banking options are:
- We refer you to two banks that we are channel partners with once your company is incorporated. www.fire.com and www.revolut.com work with us on a referral program. We will send you a link that you will use with your company number to process the bank account opening process.
- You approach either www.aib.ie or www.boi.ie the two main retail banks in Ireland yourself with your Irish Company. Ask about remote opening.
- You talk to your own bank about the possibility of opening a bank account in Ireland with your newly incorporated Irish Company.
Ask us How To Set Up A Company In Ireland.
Why Register a Limited Company in Ireland?
Frequently denoted as ‘A Private Company Limited by Shares (LTD),’ a Private Company Limited by Shares is a predominant business structure in Ireland, serving as the most widely favored form of business entity. It is the easiest company vehicle type to manage and amend.
The company benefits from limited liability, which means that the usual responsibility for company directors and shareholders is restricted to the extent of their investment in the business.
Moreover, a Limited Company is acknowledged as a separate legal entity, affording it the capacity to obtain loans, enter into contractual agreements, and face legal proceedings autonomously.
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What information is needed to register a company in Ireland? Company Set Up Checklist:
1.
Every Limited Company requires one Director
For a Private Limited company with Shares, a minimum of one director is necessary to create a company in Ireland. The director assumes a crucial role in overseeing the company’s operations on behalf of its shareholders. In numerous startup ventures, the directors and shareholders are often the same individuals, collaborating to develop and expand the business together but a Director does not need to be a Shareholder and vice versa.
2.
A Separate Company Secretary is required for your company formation.
Where a company is governed by a sole director, you must appoint a separate Secretary. However, when there are two or more directors, one of them can also assume the duties of the company Secretary. As an option, Irish Formations can fulfill the role of Nominee Secretary. The company Secretary bears a primary responsibility, ensuring the company’s adherence to its prescribed deadlines as mandated by law. Working in close collaboration with the Accountant, they ensure the punctual submission of financial statements. Failure to timely file the Annual Return carries the risk of substantial penalties, potentially requiring the auditing of financial statements for a consecutive two-year period. In order to avert any potential oversight of the Annual Return deadline, we will provide timely reminders of these essential obligations.
3.
Appoint shareholders as part of your limited company registration.
Shareholders stand as the proprietors of your company. It is common for the Director to also hold the role of a company shareholder. In the case of founding a company with a co-founder, the consideration of shareholder agreements and voting rights might arise. Shareholders agreements are not obligatory during the process of establishing a company in Ireland.
You should take advice from a Legal professional if deciding to pursue a shareholders agreement.
5.
Choose a Limited Company name that is unique.
Dont be concerned if your Limited Company name fails. The Companies Registration Office (CRO) upholds criteria for choosing company names. The selected company name must be unique on the register of names, setting it apart from other names already registered in Ireland and adhering to the specified guidelines for company names. We always advise clients to submit the name you want on the website regardless if you feel it wont be accepted. We do the research to ensure its available. To streamline this process and save valuable time, talk to us about this process. Through our Company Formation Ireland Service, we take on the responsibility of conducting a thorough check on your chosen company name. All you need to do is provide us with your proposed name, and we will handle all the requisite procedures on your behalf.
If the name is rejected and we feel that it will qualify for an appeal, we will make that appeal free of charge. Its all part of the service.
6.
State your Addresses for your limited company: Business Address and Trading Address
The statutory registered address denotes the official legal domicile of your company. This address must be a physical address situated within Ireland and subject to regular monitoring. Irish Formations is regulated by the Irish Government to be able to provide this address. This address is publicly accessible on the CRO website. It’s possible to delegate this responsibility to a regulated provider of Registered Office Addresses, such as ourselves.
What constitutes a business address or trading address? The business address serves as the point where your company’s business-related correspondence, like invoices, is received. It acts as the hub for day-to-day communications regarding the company’s activities. However, it’s important to understand that, for taxation reasons, the Revenue still necessitates information about the exact location where your business operations occur. This is commonly referred to as the trading address. It’s advisable for the trading address to be separate from the Registered Office Address. We can offer you a separate trading address to your registered office address in our second office in Cork Ireland.
7.
Sign all your documents to register a company in Ireland.
Once we complete all your documents for your company formation they are emailed to you with full instructions. The documents are in PDF format and you can sign them and either print, sign, scan & email them back to us or you can sign them using an online service such as Adobe.
If at any point you need to make an amendment to your documents just let us know.
8.
Do I need a PPS Number for a company in Ireland?
A PPS number will ultimately be required if you own more than 15% of the shares in the company and you are a Director. A PPS number stands for Personal Public Service number and it links you to the Irish Revenue Tax system in Ireland as an individual. You do not need a PPS number for a company registration in Ireland in Ireland but may be required to get one to register for Corporation Tax in Ireland.
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What happens next when your company is incorporated?
1.
You must file your company data with the Register of Beneficial Owners Website (RBO)
This service is included in our Premium Packages. In accordance with legal requirements, all registered companies in Ireland must register their beneficial owner (individuals holding 25% or more of company shares) on the Register of Beneficial Ownership (RBO) website. There is a five-month window following incorporation to fulfill this registration obligation.
Majority shareholders must possess a Personal Public Service Number (PPSN) to complete the registration, or they can alternatively complete a BEN2 form. For a simplified process, you have the option to delegate the Registration of Beneficial Ownership service to a company formation specialist like Irish Formations.
This crucial procedure is included within our Premium Packages. This step is essential for opening a bank account in Ireland. If its not completed as part of the Company Formation your bank will instruct you to complete the registration before they can open a Bank Account.
Failing to fulfill the RBO registration also constitutes a criminal offense, carrying the potential for fines or convictions for Directors of the company.
2.
Registering for Tax in Ireland
Registering for tax must be completed prior to trade, and different taxes come with different compliance. If you need any information regarding your compliance please don’t hesitate to contact us. Our VAT guide may help you register.
Various taxes apply to Irish companies, including:
Corporation Tax
Value Added Tax (VAT)
Relevant Contracts Tax (RCT):
Employers PAYE:
The management of tax compliance and the submission of tax returns can prove intricate, involving stringent deadlines and the potential for penalties in case of non-compliance. It is advisable to appoint an Accountant to assist you in the management of your financial compliance.
Our premium company formation packages include tax registration and the filing of your initial B1 Annual Return, which is due exactly six months after the date of incorporation. Beyond this point, we recommend engaging an Accountant. This arrangement allows you to concentrate on your business, confident that your tax-related responsibilities are entrusted to capable professionals.
At Irish Formations, we are pleased to introduce you to our affiliated entity, CACM, who specialise in the Audit, Tax, and Compliance. This accounting firm is more than willing to provide you with a tailored quote for your specific requirements.
3.
Open A Business Bank Account
Have you seen our extensive guide to opening a bank account in Ireland? To open a business bank account in Ireland with some banks, it’s generally necessary for at least one director to engage in a personal meeting with a bank representative.
Alternatively, you can choose to open an online bank account through providers like Revolut or Fire.com, for which we are Channel partners. Prior to proceeding with the setup of a company bank account, you should possess the requisite company documents. These include the authentic certificate of incorporation, your company constitution, and a duplicate of the A1 form. Essentially, the setup of the bank account hinges upon the successful incorporation of the company.
4.
Filing your first annual return for your limited company
After successfully incorporating your company, you are obliged to submit Annual Returns to the CRO, regardless of whether your business is actively engaged in trading. The Annual Return Date of your company can be conveniently verified using the CORE Company Search tool. The initial Annual Return must be submitted within six months of incorporation, and there’s no requirement to file financial statements during this stage. A window of 56 days is provided for companies to complete all necessary components of the Annual Return. It’s crucial to note that substantial penalties are imposed for failing to meet this deadline. To facilitate this process, we offer a service that manages these obligations for you, available with the purchase of any of our premium packages.
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Ready to get started?
Are you ready to start your company registration in Ireland? Setting up an Irish Limited Company doesn’t have to be a challenging endeavour. We will guide you through the process of how to set up a company in Ireland. With the right support and resources, your business can be up and running in no time. We are here to be your comprehensive guide to registering your Irish Company. Look no further and we will have you set up efficiently, accurately, and quickly.
