Step-by-Step Guide: Incorporating A Company in Ireland
Incorporating a company in Ireland involves a series of structured actions that guarantee efficiency, accuracy, and compliance. Follow these steps to ensure you are successful in incorporating a company in Ireland.
To start a company in Ireland, you’ll need several key components. These include stakeholders like a director, company secretary, and shareholders. Additionally, an Irish address, share capital, and a distinct company name are essential requirements.
Once you’ve assembled the necessary elements, the next step is to prepare your incorporation documents, including application forms and a constitution. These documents should then be submitted to the Companies Registration Office (CRO) in Ireland. Don’t worry if you’re uncertain about the document preparation; our expert team at Irish Formations is always available to guide you through this process
After initially considering the company name, and subsequently getting your company successfully incorporated, there emerges the necessity to address ongoing annual accounting obligations. To guide you seamlessly through this process, our team will provide an in-depth checklist, ensuring you don’t miss any crucial steps when setting up a Limited Company in Ireland. Integral to our commitment, these services are seamlessly integrated into our premium company formation packages, tailored thoughtfully for both residents and non-residents. Additionally, as a part of our comprehensive support, we also extend a complimentary referral to an accountant for further specialized assistance.
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What Are The Different Company Types For Incorporating A Company in Ireland?In Ireland?
Before proceeding, it’s crucial to have a clear grasp of the various company types. This will enable you to select the most suitable one based on specific criteria and regulations. The different company types include:
1.
Private Limited Companies
This is the most prevalent type of company. It features limited liability and allows for one or more owners. Furthermore it does not publicly trade its shares. It is usually best for start-ups.
2.
Public Limited Companies
The most prevalent type of company is the Private Limited Company, characterised by limited liability, the flexibility of having one or more owners, and its shares not being publicly traded. It is usually best for start-ups.
3.
Companies Limited by Guarantee
Typically, companies limited by guarantee operate as nonprofit organizations, where members have their liability restricted to a specific amount, and they do not issue shares. This type is also popular with Clubs and societies.
4.
Unlimited Companies
Unlimited Companies, on the other hand, have no limitation on liability, making members personally responsible for the company’s debts.
5.
Foreign Companies
Foreign Companies are those incorporated outside Ireland but conduct business within the country.
6.
Other Companies
Additionally, there are various specific types of companies. Such as Designated Activity Companies, Investment Companies, and Industrial and Provident Societies, each serving distinct purposes and being subject to specific regulations. Each company type has its unique requirements for registration, governance, reporting, and compliance with the Companies Registration Office in Ireland.
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Private Limited Company By Shares
Private Company Limited by Shares often referred to as ‘A Private Company Limited by Shares (LTD),’ stands as one of Ireland’s prevailing business structures and is the most popular vehicle type.
Company directors and shareholders bear liability solely for the amount they have invested in the business
A Limited Company is recognized as a distinct legal entity, giving it the ability to secure loans, enter into contractual agreements.
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Key Steps For Incorporating A Company in Ireland
1.
Have At Least One Director
The initial and crucial step in setting up your company is to appoint a director, and you must have at least one director to proceed with a Private Limited company with Shares. The director plays a pivotal role in managing the company on behalf of its shareholders. In many startup companies, the directors and shareholders are the same individuals, as they focus on building and growing the business together. For all Irish companies, it is mandatory to have at least one director who is a resident of an EEA/EU country. However, if a company in Ireland has only non-EEA resident directors, they must obtain a non-EEA resident bond known as the Section 137 Bond. This requirement also applies to UK-resident directors seeking to establish a company in Ireland as non-resident directors. All directors must obtain a Personal Public Service (PPS) Number if the Director owns more than 15% of the shares in the company. If you do not already have one, you can apply for a Verification Identity Number (VIN) through Form VIF.
2.
Choose A Company Secretary
If your company has a sole director, it is essential to appoint a separate company or person as Secretary. However, in the case of two or more directors, one of them can also take on the role of the company Secretary. Irish Formations can take on the role of Nominee Secretary. The company Secretary holds a primary responsibility, ensuring that the company meets its statutory Deadlines. Collaborating closely with the Accountant, they work to guarantee the timely filing of financial statements. Late filing of the Annual Return can lead to hefty fines, and the financial statements may need auditing for a two-year period. To avoid any risk of missing the Annual Return deadline, we will remind you of these obligations.
3.
Have At Least One Shareholder
The shareholders represent the owners of your company. It is frequently observed in new businesses for the director also serve as the company’s shareholder. Directors do not have to be Shareholders and vice versa. If you are establishing a company with a co-founder, you might contemplate shareholders’ agreements and voting rights. However, it is essential to understand that such agreements are not mandatory when setting up a company in Ireland.
5.
Choose A Company Name
When considering the setup of a Limited Company in Ireland, the company name typically takes precedence in your thoughts. However, it’s essential to be aware that the Companies Registration Office (CRO) maintains strict guidelines regarding company names. The chosen company name must be unique. This ensures it stands apart from other names already registered in Ireland and complies with the prescribed company name guidelines. If it bears too much resemblance to existing names on the company register, the Registrar can request resubmission with a different name. To streamline the process and save time, it’s beneficial to enlist the services of a company formation specialist, like our team at Irish Formations. With our Company Formation Ireland Service, we conduct a company name check on your behalf. You need only provide us with your proposed company name, and we’ll handle all the necessary procedures for you.
6.
Have Two Addresses: Business Address and Trading Address
The registered address is the official legal address of your company, and it must be a physical location within Ireland that is regularly monitored. Many companies choose to acquire a registered address specifically for this purpose, as important notifications are often sent there. It’s crucial to note that this address is publicly accessible on the CRO website and can be outsourced to a regulated ROA provider like our company.
On the other hand, the business address serves as the location where your company’s business-related correspondence, such as invoices, is received. It is the place where day-to-day communication regarding the company’s operations occurs.
It’s important to be aware that, for tax-related purposes, the Revenue still requires information about the precise location where your business conducts its operations. This location is known as the trading address. It is advisable to keep the trading address separate from the Registered Office Address, and we provide this service at our second address.
7.
Prepare And Sign The Incorporation Documents
After satisfying the previously mentioned prerequisites, you are ready to proceed with the company incorporation process. You can establish your company online using our portal, leveraging the expertise of a company formation specialist such as Irish Formations. By delegating this task to a specialist, you can smoothly navigate each phase, benefiting from our in-depth understanding of the entire procedure, and receive effective guidance. Once you’ve submitted your new company application, the Companies Registration Office typically takes 5-10 days to process it.
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Post Incorporation Obligations For Incorporating A Company in Ireland
1.
File With The Register Of Beneficial Owners
All Irish registered companies are obligated to register their beneficial owner (anyone holding 25% or more of company shares) on the RBO (Register of Beneficial Ownership) website. You have a window of five months after incorporation to fulfill this registration requirement. For the majority shareholders, it is necessary to possess a Personal Public Service Number (PPSN) to complete the registration. Alternatively, they can fill out a form BEN2. To simplify the process, you have the option to outsource the Registration of Beneficial Ownership service to a company formation specialist, such as Irish Formations. We include this key process within our Premium Packages. A Bank account cannot be opened in Ireland without this step being completed. Failure to complete the RBO registration is considered a criminal offense, potentially leading to fines or convictions.
2.
Registering Your Company For Tax
New companies in Ireland must prioritize tax registration as a crucial step. Typically, businesses arrange for a third party to handle this tax registration process separately.
Various taxes apply to Irish companies, including:
Corporation Tax
Value Added Tax (VAT)
Relevant Contracts Tax (RCT):
Employers PAYE:
Managing tax payments and filing tax returns can be complex, with strict deadlines and potential penalties for non-compliance. In our premium company formation packages we offer tax registration and we file your first B1 Annual Return which is due after six months. Anything after this we would recommend you go to an accountant. This will ensure proper compliance as well as peace of mind. This allows you to focus on your business while leaving the tax-related responsibilities in capable hands. At Irish Formations we will refer you to our Sister business called CACM who work in the Areas of Audit, Tax Compliance.
3.
Open A Business Bank Account
Irish bank providers typically require a meeting with a director in person when opening a bank account. Alternatively, you have the option to open an online bank account with a bank provider such as Revolut or Fire.com for which we are Channel partners. Before proceeding with the setup of a company bank account, you must possess the necessary company documents, which include the original certificate of incorporation, your company constitution, and a copy of the A1 form. In essence, the bank account setup is contingent upon the company’s successful incorporation.
4.
File Your B1 Annual Return
Within six months after incorporation, you must submit the first Annual Return. There is no requirement to file any financial statements at this stage. Companies have a period of 56 days to complete all the necessary elements of the Annual Return. We provide this service and take care of this for you with the purchase of any of our premium packages.