Guide to Forming A Company In Ireland
Forming a company in Ireland requires several essential steps. Our comprehensive checklist will guide you through the process, ensuring you have all the necessary components to establish your company successfully.
Here at Irish Formations we understand it can seem like a daunting process. We aim to make this a smooth and easy process for all of our clients. Our team can help with forming your company and ensure accuracy, quality and efficiency.
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How To Form A Company In Ireland?
Forming a company in Ireland involves key elements such as directors, a company secretary, shareholders, an Irish address, designated share capital, and a unique company name. Our step-by-step guide will lead you through these essential requirements.
Once you’ve gathered all the necessary components, the next stage involves preparing Incorporation Papers and a comprehensive constitution. These documents are to be submitted to the Companies Registration Office (CRO) in Ireland. Our expert team at Irish Formations is available to assist you in preparing these forms if needed.
After successful registration, your company will have ongoing annual accounting obligations. We will provide a thorough checklist to ensure you stay compliant and informed as you are forming your Limited Company in Ireland, making the process seamless.
What Are The Different Company Types In Ireland?
It is important to understand the different company types and know exactly what a limited company is before setting one up.
We have compiled an extensive breakdown of the possible company types below.
1.
Private Limited Companies
After incorporating your company, you must submit Annual Returns to the CRO, even if your business is not actively trading. . You are required to submit the first Annual Return within six months of incorporation. 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
Companies limited by guarantee typically operate as nonprofit organizations, where members’ liability is 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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What Is A Limited Company?
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.
The company enjoys the advantage of limited liability, ensuring that company directors and shareholders are typically held liable only for the amount they have invested in the business.
Furthermore, a Limited Company is recognized as a distinct legal entity, granting it the ability to secure loans, engage in contractual agreements, and be subject to legal action independently.
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Your Essential Company Set Up Checklist:
1.
Have At Least One Director
When it comes to forming a company In Ireland 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. 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. On the other hand, non-EEA/EU resident directors can establish an Irish company without purchasing a bond if at least one director resides in an EEA state, such as Ireland. In other words, you need to have two directors, and one of them must be a resident of an EEA country. 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.rnrnThe 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.rnrnLate 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. 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. The Registrar conducts thorough checks to verify the uniqueness of your proposed name. 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. 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, which refers to the official legal address of your company, must be a physical location situated in Ireland and regularly monitored. Consequently, many companies choose to purchase a registered address for this purpose, as essential notices are often sent there. It’s important to note that this address is publicly available on the CRO website. You have the option to outsource it to a regulated ROA provider like ourselves when forming a company in Ireland.
Now, let’s explore the concept of a business address. This address serves as the location where your company’s business-related mail, such as invoices, is received. It’s also the central hub for day-to-day communication regarding the company’s operations.
However, it’s crucial to keep in mind that, for tax purposes, the Revenue will still require information on the exact location where your business conducts its operations, known as the trading address. To maintain clarity and compliance, it is recommended that the trading address is kept separate from the Registered Office Address. We offer this service at our second address.
7.
Prepare And Sign The Incorporation Documents
Once you have fulfilled the prerequisites mentioned above, you are all set to incorporate your company. Set up a company online through our portal by outsourcing to a company formation specialist, like Irish Formations. It typically takes 5-10 days to process your new company application once it is submitted.
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Everything You Need To Do After Incorporation:
1.
File With The Register Of Beneficial Owners
All Irish registered companies are obligated to register their beneficial owners. This means anyone holding 25% or more of company shares. 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 when forming your company in Ireland. Opening a bank account in Ireland requires completing this step.
2.
Registering Your Company For Tax
For new companies in Ireland, tax registration is a crucial step. Usually, this tax registration process is handled separately by your third party.
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 u0026 Compliance. This Accountancy firm would be delighted to quote for your needs.
3.
Open A Business Bank Account
To establish a business bank account in Ireland, it’s typically required for at least one director to have a face-to-face meeting with a bank representative. 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.rnrnBefore 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
Once you’ve incorporated your company, you have the obligation to submit Annual Returns to the CRO, even if your business isn’t actively trading. You can conveniently check your company’s Annual Return Date by using the CORE Company Search facility. Within six months of incorporation, you must submit the initial 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.
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Our Company Formation Process
1. Before forming your company in Ireland, have a chat with our Managing Director about your specific requirements. Each client will vary on what they need specifically tailored to their company.
2. If you are happy to proceed then our Managing Director will guide you through setting up your online account with us. Here you will be able to place the order for your company and provide us with the necessary information. Once we have received this our team will be able to process your information and begin working on your order.
3. Our team will then check all your information and correspond with the CRO to have your company name approved. We will liaise back and forth with them until everything is 100% accurate. This generally takes around 5 – 6 working days but can vary depending on CRO processing times. During this time you will also be emailed by a member of our team to provide us with a trading address and to confirm your PPS number. If you do not have one our team will send you an application for a VIN (Verified Identity Number) at this stage.
4. Once all information is checked and approved by the CRO we then generate the official documents for submission. At this point we cross check everything and once everything seems in order we will then upload your final submission.
5. After all documentation is processed, the CRO will then issue your certificate of incorporation. Our team will then draw up your official company documents which will then be added to your account for digital viewing. The physical documents will also be posted out to you.
