Single Director Company Formation
If you need to register a single Director company formation with Irish Formations, we can help you. A Single Director company formation under the new companies act can be a Private Company Limited by Shares. It allows for one Director but there must be a separate company Secretary. Many people do not want to involve family or friends and ask us to step in to provide a Secretary which we can do. We can act as a Nominee Secretary for a company so as not to involve any other person or entity. A Company Secretary can be any other person or registered entity here or abroad. It is important to note that a Secretary should not be another company where the signatory of that company is the Director of the company being incorporated in Ireland, so in fact is the same person. Although it will be possible to incorporate the company, administering compliance documents like annual returns will not be possible as they require two signatures from two different people. Unlike a Designated Activity company, a Private limited company by shares can be a Single Director company. Here we will take you through the options of incorporating, being a single shareholder, and your other options.
Will I need a Registered Office Address in Ireland?
Every Limited company in Ireland is required to have a Statutory registered office in the state. This is an address that can be seen publicly on the CRO register. The address cannot be a PO box. This address is used by the Companies Registrations office to communicate in writing to the Limited Company. The CRO will write to the Officers of the company at this address regarding compliance. Other companies may write to this address to get the attention of the Secretary or Directors. If you subscribe to our service you will receive any letter by scanned email the same day it comes in and usually within an hour of it arriving.
What are the Duties of Secretary.
The day to day administration is the responsibility of the company Secretary. This contributes to Corporate compliance of the company. Generally the Secretary of the company is responsible for the returns to be made to the two authorities in Ireland, the Companies Registrations office, and Revenue, the Tax authority in Ireland. They are responsible for communicating any correspondence on to the Directors that comes in for the company, and for the execution of Annual General Meetings, and the company register. Statutory responsibilities include the signing of the B1 annual returns and the certification of the financial statements. Administrative responsibilities include keeping the minutes of meetings, communicating with the members of the company and notifying the members of any meetings.
What are the responsibilities of a Director?
A company Director is defined as a person who is appointed by the members to manage the company on the members behalf. Before a person becomes Director of a company they must be eligible. Its important that they understand their role and responsibilities.
The Director has Duties as an officer to ensure that the company is compliant with the companies act 2014. They are responsible to keep adequate accounting records. The Director is also responsible for creating adequate financial records (Accounts). If the company does not avail of audit exemption, then it is the Directors responsibility to ensure the accounts are audited. It is also the Directors role to file any documents with the register of companies that are required by them including any changes to the company in accordance with the Companies Act 2014.
Can I be a sole Shareholder?
Yes. It is possible for a limited company to have one Shareholder. A Shareholder can be a person or entity anywhere in the world. There is no requirement for Directors to have shares in a company unlike many jurisdictions around the world.
Will I need a Non Resident Bond?
Section 137 of the company act states that if you do not have a Director living ion the European Economic Area, then you will require a Non-Resident Directors bond. The European Economic Area is made up of the following countries: 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.
The minimum term for the bond is 2 years. In incorporation we acquire the bond once we have all signature pages so we can immediately apply for the bond then the company.
Are Directors required to own shares?
This is a common question from our foreign contacts. There is no requirement for a Director of a Private Limited Company with shares to own shares in the company.
We can provide the service of Company Secretary for you on an annual basis. All company types, with the exception of the Private Company Limited by Shares (LTD), must have one secretary and a minimum of two directors. One of the Directors can be a Secretary but not with this company type. Irish Formations can be the company Secretary for your company allowing you to manage the company as a Single Director and Shareholder, and have a Separate Secretary.
If you would like to discuss your requirements further dont hesitate to contact us and we can go through all the options for your newly incorporated company. Getting set up takes as little as three to five days once we have all your documents in place where there is no Bond in place.
