Limited Company Secretarial Library

Welcome to the Incorpro Library!

Incorpro's Company Secretarial Library offers clear, straightforward, jargon-free answers to the most frequently asked questions our clients have. It covers essential topics such as the Company Registration process, Compliance, and more, ensuring you have constant access to all the information you need.

What you should know before incorporating as a Limited Company

What is a Limited Company?

A limited company, also known as a Private Company Limited By Shares, is the most popular company type in Ireland. Close to 90% of companies registered in Ireland are incorporated as Limited companies.

The primary characteristics of a Private Company Limited By Shares are:

  • The company name must end with the suffix Limited (LTD) or Teoranta (TEO).
  • Members have limited Liability. The liability of the shareholders of the company is limited to the amount, if anything, that is left unpaid on shares that they have taken.
  • A limited company can have a sole director.
  • Limited companies must have at least 1 shareholder and no more than 149 shareholders.
  • There is no requirement to state the Authorised Share Capital of a limited company. The Share capital can be unlimited.
  • Limited companies can now have a single document Constitution.
  • Limited companies have no Objects Clause and are able to enter into any activity that it sees fit.
  • Limited companies can avail of audit exemption if they are under specified size thresholds.
  • Limited companies can not list debts and securities.
  • Limited companies may not engage in the business of credit institutions or insurance undertakings.
Tax and VAT Registration for Irish Limited Companies
What are the benefits of Incorporating as a Limited Company?

The popularity of limited companies is reflective of the fact that they offer flexibility and are less administratively burdensome than other company types.

  • Limited Liability - The liability of the shareholders of a Limited company is limited to the amount that remains unpaid on shares taken in the company. E.g. if a shareholder has taken 100 shares at €1 each, the liability of this shareholder is capped at this amount.
  • Tax Considerations - The profits of a limited company are taxed under the Corporation Tax system at a rate of 12.5%. In contrast, a sole trader is taxed under the Income Tax system. Tax considerations alone however should not be the reason for considering to incorporate as a Limited company and we strongly advise that you speak to a tax professional before making the decision to do so.
  • Raising Finance - Limited companies have the ability to raise both equity and debt finance. New shares can be issued to raise equity and the company can take on debt as an entity distinct from any individual member.
  • Separate Entity - A limited company is a separate and distinct legal entity to its members. This entity can enter contracts, own property, hold bank accounts and can sue and be sued.
  • Business Credibility - The statutory reporting and filing requirements placed on an incorporated company, by irish company law, provides third parties dealing with that entity more visibility and confidence in their dealings with them.
  • Perpetual Succession - The company continues to exist after and despite the potential death, bankruptcy or any other matter that may bring to an end the participation of any one shareholder.
How long does it take to set up a Limited Company?
The incorporation process takes 3 days under normal circumstances, however, it depends on processing demands at the CRO and if there are any queries related to the application.
Can I set up a Limited Company with only one Director?
Yes. Unlike other company structures available, limited companies in Ireland only require one director to incorporate.
Can a company director also act as company secretary?
Yes. A director can also act as company secretary provided there is more than one director in the company.
What responsibilities come with incorporating as a Limited Company?

While incorporating as a limited company offers a number of benefits, those considering doing so should also be aware that there are administrative, statutory and disclosure obligations that all limited companies must adhere to:

Tax and VAT Registration for Irish Limited Companies

Further Guidance and Assistance

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