Last updated: Apr 12, 2023
Perhaps you're taking the leap and launching that startup, converting your sole trader to a limited company or you're taking on a role as a contractor. Whatever the reason for setting up, there are some basic requirements when incorporating a limited company in Ireland. These apply whether you are using a Chartered Accountant firm such as Incorpro or going it alone. If you need our help, we can register your company with the Companies Registration Office (CRO) at a cost of €99 + VAT.
One of the most common types of company in Ireland is a Private Company Limited By Shares, otherwise known as a limited company or an LTD. In order to set up a limited company in Ireland, you should follow the 5 steps below:
We'll look at these in a little detail here and also note the obligations of a company once it is set up.
When choosing a company name you should ensure that it is sufficiently distinguishable from other company names already registered. Failing this test is a common basis for the CRO to refuse a company name registration.
In order for the name be more distinguishable, it helps to use personal names and additional words. For example, you would expect JOE BLOGGS WIDGET PRODUCTION LIMITED to be distinguishable.
As a limited company, it will be required to have LIMITED (or TEORANTA) at the end.
Use our instant Free Company Name Check Tool to check the likelihood of your proposed company name being accepted by the CRO.
The company should have a registered office in Ireland and engage in business activities within the country. Before the CRO can approve the formation and registration of a company, it must be evident that the company will conduct its operations within the state upon registration. This address needs to be provided when creating your company and, therefore, needs to be known in advance.
If you have a residence or offices in Ireland, then you can use one of those as your registered address. If you do not have a residence or office in Ireland, or prefer not to use them as your registered address, you can opt for a Virtual Office provider. Incorpro provide this virtual address service for €199 + VAT p.a.
A company secretary is a person or company appointed by the directors to oversee the company's administration and acts in accordance with the directors' instructions. The company secretary may be one of the directors, however, if there is only one director then the company secretary must be a different person.
For individuals who set up a single member company, it is not always straightforward to find somebody to act as the company secretary given the role can be subject to penalties.
With this in mind, there are Company Secretary Nominee service providers who will act as your company's company secretary for a fee. Incorpro can act as a Nominee Company Secretary for an annual fee of €199 + VAT p.a.
To set up a limited company you need to appoint at least one director and all directors must be individuals. It is common in smaller companies for the directors and shareholders to be the same people and you may set up a limited company with only one director who is the sole shareholder.
Directors are appointed by the shareholders to oversee the running of the company. They operate under the rules of Company Law and the Constitution. Almost anyone aged 18 years of age and older can become a director as no particular qualifications are required. Undischarged bankrupts and disqualified or restricted persons cannot become company directors.
If there are no EEA resident directors then the company is required to have a bond (basically, take out insurance covering potential debts of the company) to the value of €25,000. The bond itself costs about €2,000 and covers the required 2 year period. UK resident directors are not considered part of the EEA. You can read our Non-Irish Resident Company Setup guidance note or contact us if you would like to purchase a bond.
You can read more about company directors in our library.
When forming a company, it is necessary to prepare a Constitution to be signed by all the shareholders and witnessed. The Constitution will set out the share capital of the company as follows:
The value of the Issued Share Capital represents the liability of the Shareholder to the company. It is good practice to keep this figure low, typically €100 worth of shares in total, to minimise your exposure to the company. As this is a limited company, the shareholders benefit from limited liability and are generally only liable for the Issued Share Capital that they have subscribed to.
Limited companies can have between 1 and 149 shareholders. You can learn more about this in our guidance article on Shares and Shareholders.
When you register a limited company with Incorpro using our simple online company registration form for €99 + VAT, the process takes about 2-3 working days under normal circumstances. It is worth understanding our company formation process and we describe this very briefly here:
Delays in forming your company may be caused by one of the following reasons:
By reserving the company name in advance and having both manual and built-in controls on our online form, we aim to have your company registered as fast as possible.
We charge €99 + VAT to register your Irish limited company, which includes the CRO fee of €50, and free Tax Registration . You may choose additional services when setting up your company and we go through all this, including the fees involved, in our article Company Setup Costs Ireland.
If your company engages in operations it should register for Corporation Tax (and other appropriate taxes e.g., VAT, Payroll taxes) with the Revenue Commissioners. To qualify as an Irish resident company for Corporation Tax the company should be centrally managed and controlled from Ireland. If you would like Incorpro to register your company for taxes see our Tax and VAT Registration service. If you set up your company through us, then we will register your company for Corporation Tax, Domestic VAT and Payroll Tax free of charge.
Filing of beneficial ownership data can be made by the company's officers online through a portal on the RBO website. A presenter, such as Incorpro, may file the data with the RBO and we will attempt to do this when you register a company with us. The beneficial ownership data must be filed within 5 months of incorporating.
Failure to comply with these requirements is a breach of statutory duties and a criminal offence which is subject to penalties. See further guidance on the Register of Beneficial Ownership Ireland.
It is important that you keep your company's transactions clearly separated from your personal finances. Revolut is our preferred business banking provider as they offer several advantages that can benefit your company, such as speed and simplicity. All our clients are offered free assistance with the opening of a Revolut bank account for their newly incorporated company.
Under the Companies Act 2014, a company shall have a common seal stating the company's name. A company seal shall be used only with the authority of the directors. The company seal is used for companies needing to certify a document. If you set up your company through Incorpro, we deliver a company seal to your preferred address within Ireland for for €35 + VAT. Otherwise you can order a company seal outside the incorporation process for €49 + VAT.
See the 5 Steps to take after setting up a limited company for further guidance on what to do once the company is set up.
If you would like to speak to us about any of your accounting and tax needs, call us on 01-4429409 or contact us more contact information and follow us on twitter.
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