Company Formation Services in Ireland
All you need to Know
Before you Start your Business in Ireland
Company Formation Ireland
In 2014 Ireland was voted by Forbes as the best country in the world to do business in 2014. In Ernst & Young’s Globalisation index for 2012, Ireland was considered the most globalised western economy in the world. As well as low corporate taxation of 12.5% (0% for some companies until 2018) Ireland offers many advantages.
The term ’offshore’ is not used in Irish legislation or in describing company forms. In Ireland there are no specific forms of company or other entities designed for offshore operation.
A private limited companies are the most common form of business entity used in Ireland. The essential features of such company are that the liability of members is limited to the amount of share capital subscribed to. Name of the company: Irish companies must use the suffix Limited or Ltd. to denote limited liability and can use any name unless it includes words such as Empire, Crown, Imperial, Windsor, Royal, Assurance, Bank, Building Society or any other words deemed sensitive or offensive.
Special consent is required for names such as European or International. Other types of entities: Designated Activity Company (DAC), Company Limited by Guarantee (CLG), Limited Partnership Company (LP), Branch Company, Public Limited Company (PLC), Sole Trader.
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A company is formed by submitting its Constitution to the Registrar of Companies along with the registration fee. Constitution permits a company to trade in any legal business.
The minimum number of shareholders is one, the maximum number of shareholders is 99 in the case of a private company. Corporate shareholders are allowed. Shares may be held jointly by two or more people.
Authorised share capital is ally 10,000 Euros or above, with 100 shares issued. There is no capital duty payable on the issue of shares in limited companies. Stamp duty is payable at a rate of 1% of the market value on the transfer of shares in all companies. If the value of the consideration or the market value of the shares is less than Euro 1,000, the stock transfer form does not have to be stamped.
A Private Limited Company (LTD) can have a single director, once a separate Secretary is appointed. At least one of the proposed Directors of the company must be Resident within the European Economic Area (EEA). Corporate entities are not permitted to act as directors. In the absence of a "resident" director an insurance bond in lieu in the sum of 25,395 Euro must be lodged. The cost of maintaining of such insurance bond is around EUR 980 p.a. If at least one of the Directors is an EEA Resident, the non-resident directors’ bond is not required.
Provision of Nominee EEA Director
All company types must have one secretary and a minimum of two directors. One of the directors is required to be resident in a member state of the European Economic Area (EEA).
A new company model (LTD Company - registered under Part 2 Companies Act 2014) can have one director if it chooses. It must have a separate secretary though. Companies which were incorporated as private limited by shares companies under the old Acts are not LTD companies under the new Act. They operate under Designate Activity Company legislation unless they opt to convert to the new LTD model.
The secretary may be one of the directors of the company. A body corporate may act as secretary to another company, but not to itself.
A single-director company (LTD company type only) must have a separate secretary. All company officers have wide responsibilities in law. The key requirements of a company secretary and director are contained in Information Leaflet No. 16, The Company Secretary and Information Leaflet No. 2, Six things that every company director should know about company registration.
Company secretary must have the requisite skills or access thereto.
The Registered Office Address of the Irish company must be in Ireland and must be recorded in the Companies Registration Office. This address may be changed at any time by notifying the relevant authorities at the Companies Registration Office. The trading address of the company may be different from that stated as the registered office. All official correspondence is sent to the registered office.
It does not need to hold an AGM.
A name that is phonetically and/or identical or similar to an existing name.
A name that implies illegal activities or is offensive.
A name that implies state patronage.
If a name includes words which imply specific functions, e.g. “holding”, “group”, etc., further information may be required by the CRO to support the application.
The use of the word “standard” is prohibited.
The use of the word “Credit Union” is prohibited under the Credit Union Act 1997
Please note that if your chosen name is too similar to the name of another company (phonetically and or visually), and it is accepted for registration by the CRO, through inadvertence or otherwise, an objection on grounds of similarity could be made in writing to the Registrar of Companies within six months following the incorporation of your company and you could be directed by the Registrar to change the name of the company.
Language of Name
Can be in any language using the Latin alphabet. The Registrar may request an English translation if a foreign language name is used for a company name.
Names Requiring Consent or License
The following names or their derivatives require consent or a license:
Names containing certain words cannot be used unless approved by relevant bodies. E.g. the words “bank”, “banc”, “banking”, “banker” may only be used with the permission of the Central Bank of Ireland. This also applies to names such as “hollybank”, “sweetbank”, “canal bank”, “bancorp”, etc. and the surname “Banks”, notwithstanding the fact that the company being incorporated may not intend to carry on banking business.
Words such as “insurance”, ”re-insurance” and “assurance” cannot be used unless prior permission has been sought from and granted by the Irish Financial Services Regulatory Authority (IFSRA).
The word “society”, “co-op” or “co-operative” cannot be used unless permission has been sought from and granted by the Registrar of Friendly Societies.
The words “University” and “Institute of Technology” or “Regional Technical College” cannot be used unless permission has been sought from and granted by the Registrar of Friendly Societies.
In the case of the word “Charity”, further information may be sought by the CRO to support the application.
Disclosure of Beneficial Ownership to Authorities
The identity of the beneficial owners of an Irish Company may remain confidential if corporate shareholders are engaged to act as the shareholder on behalf of the ultimate beneficial owners. This confidentiality is maintained as long as the company and its ultimate beneficial owners are not involved in any criminal activity.
Audit and Financial Returns
All companies registered in Ireland must file annual returns showing details of shareholders and directors. A company must have an auditor, and accounts must be filed each year with the Companies Registration Office. Small companies can prepare abbreviated accounts, which do not have to include the level of turnover.
The company is obliged to file an Annual Return with the Companies Registration Office (CRO) exactly 6 months after the date of incorporation (28 days to file from this date) regardless of whether the company has begun to trade or not. Failure to make this return on time will result in substantial Penalty Fees from the CRO which start at €100.00 and accrue at €3.00 a day for every day that it is late.
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