Company Formation Requirements

Company Formation Requirements

 

Setting up a company in Ireland is a very exciting time, but can also be very stressful! If you are looking to register a new Limited Company in Ireland, we will get your company up and running within 3 to 5 working days after all information is submitted to us;

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1. Company Name

The CRO may have to refuse a name, if:

  • it is identical or similar to a name already appearing on the register of companies;
  • it is offensive;
  • it would suggest state sponsorship.

 

You are advised not to incur expenses relating to the proposed name (e.g. preparing signs, headed notepaper, stationery, etc.) in advance of receipt of the certificate of incorporation that will confirm that the company has been registered with the chosen name.


 

2. Company Type

A Private Company Limited by Shares (LTD) is the most common form of a Limited Liability Company in Ireland.

This is a company limited by shares, a company having the liability of its members limited to the issued share capital. The company can trade in any type of business that the directors and shareholders see fit.

A small/medium sized Company needs to file annually with the CRO abridged accounts, regardless if the company has traded. These accounts show a limited amount of information. They can also avail of the Audit Exemption if the meet any two of the following criteria; turnover is less than €12 million, balance sheet total less than €6m & less than 50 employees.

The LTD company type may have just one director, but in that case, must have a separate company secretary. The company may have between 1 to 149 shareholders (members). The name of the company must end in the suffix ‘Limited’ or ‘Teoranta’.

Should you wish to incorporate a Private Company Limited by Shares (LTD), please do not hesitate to contact us on +353 61 411000 or email info@thomondsecretarial.ie

A Company Limited by Guarantee without a Share capital is a type of limited company usually used in circumstances whereby it has been decided to give corporate protection to entities such as charities, trade associations, societies, or sports clubs. This company type is appropriate for non-profit companies or NGO (non-governmental organization).  They can also be used for property management purposes in the servicing and maintenance of residential associations.

Unlimited companies account for a very small proportion of company formations in Ireland. Their main distinguishing feature is that members do not have limited liability. There are three types of unlimited company types in Ireland:

ULC – A private unlimited company with a share capital

PULC- A public unlimited company without a share capital

PUC- A public unlimited company with a share capital

Unlimited companies are required to have at least two directors and may operate having just one member. There is no limit to the amount of members a UC can have. When a UC has two or more members, they may not dispense with holding an AGM.  UCs will have a two-document constitution, consisting of a memorandum and articles of association. The name of a UC must end with the suffix “unlimited company” or the abbreviation “UC” although; an exemption from using the suffix is available in some cases.

Should you wish to incorporate an Unlimited Company, or any of the other company types available, please don’t hesitate to contact us on +353 61 411000 or email info@thomondsecretarial.ie


 

 

3. Constitution – Principle Activities

The Companies Act 2014 introduced a Constitution for Private Limited Companies (LTD) which replaced the Memorandum and Articles of Association. The Constitution allows LTD’s to trade in any legal business they desire.


 

4. Registered Office

The registered office is the address of a company to which CRO correspondence and all formal legal notices addressed to the company will be sent. The registered office can be anywhere in the State. The address must be a physical location, not just a post office box number, because people have the right to visit the company’s registered office to inspect certain registers and documents and to deliver documents by hand. We are capable of advising and dealing with such official correspondence. The trading address of the Company may be different from its registered office. Irish-Resident Directors may use their home address as the registered office of their company if they wish. For Non-Resident Directors, click here for more information on our Registered Office Services.


 

5. Directors

The Directors of a Company are the people who are appointed to run and manage the Company on behalf of the owners of the Company i.e. the Shareholder(s). A Private Limited Company may have one director if desired, but in this case, must appoint a separate Company Secretary.

At least one of the proposed Directors of the company must be Resident within the European Economic Area (EEA). It should be noted that Directors have a number of legal duties and obligations so therefore, should be over 18 years old.


 

6. Company Secretary

An Irish Company must have a Company Secretary who is responsible for ensuring that statutory obligations are met with, such as filing annual returns on time. The Company Secretary can be one of the Directors, a separate individual or a Corporate Entity. In the situation where a company has a single Director, a separate Company Secretary must be appointed. Thomond Company Secretarial Limited  can act as your Company Secretary if you require. For more information please click here.


 

7. Authorised and Issued Share Capital

The Authorised Share Capital of the Company is the amount of shares a company can call upon if required. We recommend for most companies an Authorised Share Capital of €1,000,000 divided into 1,000,000 shares of 1 Euro each.

The Issued or paid up share capital is the number of shares that have actually been allotted and paid for by the shareholders. We suggest issuing 100 shares of 1 Euro each. The 100 shares are divided between the shareholders to reflect the ownership of the company.


 

8. Shareholders

The Shareholders are the owners of the company and must be a minimum of 18 years of age on incorporation. After incorporation, we will issue Share Certificates of the Company to the shareholders.

 


Contact us at info@thomondsecretarial.ie or +353 61 411000 for further details. 

Contact details

1 Mount Kennett Place

Henry Street

Limerick

Tele:      061-411000

Fax:        061-411001

Email:    info@thomondsecretarial.ie

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