LIMITED COMPANY REGISTRATION How to set up a Limited Company in Ireland

Last updated: Jun 12, 2024

Venturing into a new business in Ireland, be it a startup, transitioning from a sole trader to a Limited Company, or embarking on a contractor journey, understanding the essentials of forming a company in Ireland is crucial. This process remains consistent whether you're opting for the expertise of a Chartered Accountant firm like Incorpro or managing it independently. For streamlined Company Registration with the Companies Registration Office (CRO), Incorpro offers this service at a competitive price of €99 + VAT.

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Limited Company Registration in Ireland

Company Registration Requirements

The Private Company Limited By Shares, commonly known as a Limited Company or an LTD, is a prevalent business structure in Ireland. Establishing this entity involves five key steps:

  1. Choose a Company Name
  2. Set the Registered Address
  3. Appoint a Company Secretary
  4. Appoint one or more Directors
  5. Form a Constitution signed by the Shareholders

We'll explain each step in more detail below, as well as note the obligations of a company once it has been set up.

1. Choose a Company Name

When selecting a name for your company, it's essential to choose one that stands out clearly from names already registered with the Companies Registration Office (CRO). A unique and distinct name not only establishes your brand identity but also meets the CRO's criteria, avoiding potential registration denials.

To enhance distinctiveness, consider incorporating personal names or specific descriptors. For instance, a name like 'Joe Bloggs Widget Production Limited' is more likely to be unique and easily distinguishable. Remember, as a standard requirement, all Limited Companies in Ireland must include 'Limited' or 'Teoranta' in their name to signify their legal status.

Don't leave it to guesswork. Utilise our convenient and Free Company Name Check Tool to quickly assess the availability and suitability of your desired Company Name for CRO approval.

To understand more about the topic and how to choose a Company Name, we invite you to explore our detailed Choosing a Company Name in Ireland guide.

2. Set the Registered Address for your Limited Company

A crucial requirement for Company Registration in Ireland is establishing a Registered Address within the country. Before the CRO can approve the 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.

For businesses with an existing physical presence in Ireland, your current residence or office location can serve as your Registered Address. However, if you don't have a physical location in Ireland, or if you prefer not to use your personal address for business purposes, a practical alternative is opting for a Virtual Office service. Incorpro offers a reliable and professional Virtual Address Service, available for an annual fee of €199 + VAT, ensuring your business maintains a credible presence in Ireland.

If you wish to learn more about Registered Address and how it works, we invite you to explore our detailed Registered Office Requirements in Ireland guide, or our extensive Library, which offers a wealth of information on this topic.

3. Appoint a Company Secretary

The appointment of a Company Secretary is a required step in forming your Irish Limited Company. This role, which can be fulfilled by either an individual or a corporate entity, is vital for overseeing the company's administration in line with directives from the Directors. It's important to note that if your company has only one Director, the Company Secretary must be a different individual to comply with regulatory requirements.

Finding a suitable Company Secretary can be particularly challenging for single-member companies, as the role carries significant responsibilities and potential liabilities. To address this challenge, consider utilising a Company Secretary Nominee service. Incorpro offers professional Nominee Company Secretary service, available at an affordable annual rate of €199 + VAT.

For more detailed insights into the role of the Company Secretary, we invite you to explore our detailed Company Secretary Role and Responsibilities guide.

4. Appoint One or More Company Directors

Establishing a Limited Company in Ireland begins with the appointment of at least one Director. The role of a Director is integral to the business, as they are responsible for guiding the company's operations and adhering to the principles of Company Law and the company's Constitution. In smaller enterprises, it's not uncommon for the roles of Directors and Shareholders to overlap, enabling a streamlined structure where a single individual can function as both the sole Director and Shareholder.

The criteria for becoming a Director are straightforward. Any individual aged 18 or older is eligible, with no specific qualifications required. However, it's important to note that undischarged bankrupts, as well as disqualified or legally restricted individuals, are not permitted to hold the position of a Company Director.

For companies without Directors residing in the European Economic Area (EEA), Irish corporate regulations mandate the possession of a bond valued at €25,000. This bond acts as a form of insurance, safeguarding against potential company debts. The cost for securing this bond through Incorpro is approximately €1,950, providing coverage for the required two-year period. It's crucial to remember that Directors residing in the UK are no longer considered EEA residents post-Brexit.

To gain a deeper understanding of the responsibilities and requirements for Company Directors, especially for those not residing in the EEA, we invite you to explore our detailed Non-Irish Resident Company Registration guide. Additionally, Incorpro is here to assist you in securing the bond and you can contact us if you wish to purchase one.

For more detailed insights into the role of Company Directors, our extensive Library offers a wealth of information.

5. Form a Constitution signed by the shareholders

A fundamental step in the Company Registration process in Ireland is to prepare the Constitution, a critical document that needs to be signed by all Shareholders and witnessed. The Constitution will set out the share capital of the company as follows:

  1. Authorised Share Capital - the maximum amount of shares the company can issue under its Constitution; and
  2. Issued Share Capital - the actual amount of shares issued to Shareholders.

It's crucial to understand that the value of the Issued Share Capital signifies the extent of a Shareholder’s financial liability to the company. Typically, a total value of around €100 in shares is considered a prudent approach, effectively minimising financial exposure. In a Limited Company, the advantage lies in the Shareholders' limited liability, which is generally confined to the amount of Issued Share Capital they have taken on.

The flexibility of a Limited Company structure allows for a diverse range of Shareholders, accommodating anywhere from 1 to 149 shareholders. To delve deeper into the intricacies of Share Capital and Shareholder responsibilities in a Limited Company, our comprehensive guide on Shares and Shareholders provides valuable insights and detailed information.

You can also find more information by visiting our extensive Library page.

Registering a Company in Ireland. How long does it take?

Registering your Limited Company is streamlined and efficient with Incorpro. Our user-friendly Online Company Registration Form, priced at only €99 + VAT, typically ensures completion of the process within 2-3 working days under normal circumstances. To give you a clearer picture, here's a brief overview of our Company Registration procedure:

  1. Online Form Submission: Begin by filling out our simple online application form and submit your identity verification documents through the ID-Pal link, which we conveniently send to you via SMS.
  2. Company Name Verification: We will check with the Companies Registration Office (CRO) to confirm the acceptability of your proposed Company Name.
  3. Incorporation Documents: Upon receiving name approval, we provide you with the necessary incorporation documents. These need to be printed, physically signed by the Company Secretary, the Director/s, and the Shareholder/s, after which they can be submitted through your MyIncorpro Dashboard.
  4. Document Processing and Submission: We will process the signed documents and submit them to the CRO for final Company Registration.
  5. Confirmation of Registration: On the day your company is officially registered, we will send a confirmation email, followed by a direct email from the CRO containing your Certificate of Incorporation.

Typical Delays to the Company Registration Process

While we strive for efficiency, certain factors can cause delays in the Company Registration process:

  • Your application was incorrectly completed - Our online form is designed to minimise errors, however, it is possible that incorrect details get entered. We manually review all submissions before registering the company and seek to make necessary changes as quickly as possible.
  • Your proposed Company Name is refused by the CRO - When you submit your application form we will check that the Company Name is acceptable to the CRO and, at the same time, reserve it for a period of 28 days.
  • Backlog at the CRO - Whether it is because of Covid or another reason, there can be a backlog of registrations at the CRO and this delay would apply to every company being registered, no matter the service provider.

By proactively reserving your Company Name and utilising both manual and built-in controls in our Online Form, Incorpro is committed to ensuring the quickest possible registration for your company.

What is the Company Registration Fee?

At Incorpro, we offer a comprehensive and cost-effective solution for registering your Irish Limited Company. Our service is competitively priced at €99 + VAT, which includes the CRO (Companies Registration Office) fee of €50. Additionally, we provide Tax Registration free of charge, ensuring a smooth start for your business journey.

We understand that every business has unique needs, which is why we offer a range of additional services tailored to your company's requirements. For a detailed breakdown of these services and the associated fees, we invite you to explore our informative article, Company Setup Costs in Ireland. This resource is designed to guide you through the various options available, helping you make informed decisions for your Company Setup.

What's Next After Company Incorporation?

Tax Registration

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 be recognized as an Irish resident entity for Corporation Tax purposes, your company's central management and control must be based in Ireland. Incorpro simplifies this process with our comprehensive Tax and VAT Registration service. If you set up your company with us, we provide free registration services for Corporation Tax, Domestic VAT, and Payroll Tax, ensuring your business is tax-compliant from the outset.

Register of Beneficial Ownership

Maintaining compliance with the Register of Beneficial Ownership (RBO) is a critical legal requirement. Company Officers can file Beneficial Ownership data online through the RBO portal. Incorpro, as your trusted presenter, will attempt to do this when you register your company with us.

It's essential to submit this data within five months of Company Incorporation to avoid any breach of statutory duties and potential legal penalties. For detailed guidance on this process, refer to our article on the Register of Beneficial Ownership in Ireland.

Corporate Bank Account Setup

Distinguishing your company's financial transactions from personal finances is crucial for transparent business operations. 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. More about this can be found in our Steps After Incorporation Guide.

Do I need a Company Seal?

Under the Companies Act 2014, a company shall have a common seal stating the Company's Name and is only used under the Directors' authority for certifying documents. If you set up your company through Incorpro, we deliver a Company Seal to your preferred address within Ireland for €45 + VAT. Alternatively, you can order a Company Seal outside the incorporation process for €49 + VAT.

Further Guidance and Assistance

For guidance on the next steps after setting up your Limited Company, we invite you to explore our detailed article: 5 Steps After Company Registration in Ireland. This article provides valuable insights to ensure your new business is on the right track post-incorporation.

Should you have any queries or require assistance with your Accounting and Tax needs, our dedicated team at Incorpro is here to help. Connect with us by calling 01-4429409, or visit our Contact Page for more ways to get in touch. Stay updated and engaged by following our Social Media Pages on Twitter, Facebook, LinkedIn and Instagram.

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