Registering a Company in Ireland

Posted on 11th October 2022
Registering a Company in Ireland

When registering a company in Ireland, there are many tasks to work through, from choosing your company name to deciding on the right company type. However, although the process is relatively uncomplicated, it can seem very daunting to first-timers and aspiring entrepreneurs. Most importantly, it is a time-consuming task in which errors at the start can have significant financial consequences down the road. As a result, many companies and individuals outsource their company registration to an experienced accountant or solicitor to ensure the process goes smoothly.

Our in-house experts have compiled this post to provide you with sound, practical advice and guide you through the process of registering a company in Ireland.

Company Registration – Legal Considerations

Once you have chosen your company name, one of the first steps before registering a company is determining which company type best suits your needs. This is crucial because it can be challenging to alter a business’s legal structure at a later stage. Getting advice from a solicitor or accountant when choosing the most appropriate company type for your business is always advisable.

Although we are principally concerned with the formation of limited companies because they are the most common company type in Ireland, we will briefly discuss two other popular structures here:

Sole Trader: As the name implies, sole traders work for themselves and do not have a business partner. A self-employed person’s most important legal duty is registering with Revenue. A sole trader must register a business name different from their own with the Companies Registration Office (CRO).

Key Consideration: Setting up as a sole trader is relatively easy. However, if your business fails, your assets could be used to pay off your debts.

Partnership: one or more partners join together to form a company, known as a partnership. Each partner is jointly responsible for the company’s operation. Similarly, each partner pays income tax, PRSI, and USC on their share of the profits. Partnerships must register with CRO.

Key Consideration: In the event of bankruptcy, all partners are jointly liable for the ensuing debt. Therefore, it is advisable to have a solicitor draw up the partnership agreement.

Companies Act 2014:

The Companies Act 2014, which commenced on June 1, 2015, is the legal basis for setting up a company in Ireland. It combines previous Companies Acts from 1963 to 2013 into a single Act. Most importantly, it includes several reforms to make it easier to run a business in Ireland.

Registering a Limited Company in Ireland:

When setting up a limited company, you must register with the Companies Registration Office (CRO). When the CRO has reviewed and approved your registration, it will issue your new company’s official certificate of incorporation. At this point, you can register the business name and file company returns online using the CRO CORE (Companies Online Registration Environment) website.

The Companies Act 2014 states that private companies limited by shares must register as either:

  • An LTD (private company limited by shares); or
  • A DAC (Designated Activity Company)

Key Consideration: If you incorporate your business as a limited company, it means that you and your company are separate entities. In other words, if the company incurs debt, its creditors can only seize the company’s assets (not your assets).

Company Registration Requirements:

1. Company Name

The company name must be unique and distinct, i.e. not similar to any other company name registered in Ireland. Therefore, the Companies Registration Office (CRO) has issued three principal naming guidelines as follows:

  • Special Permission: Words such as “Insurance”, “Bank”, and “Group” require special permission if a company wants to use them in their company name.
  • Offensive: CRO will not accept any word deemed offensive.
  • Non–Descriptive: CRO considers words such as “Solutions”, “Services”,” Holding”, and place names as non-descriptive and therefore not eligible.

Your company name must adhere to these guidelines to be approved by the CRO.

Note that it is advisable to use CRO’s Company Search Facility to ensure your proposed name is not similar to one already registered. This service is free and allows you to check the registers of companies and business names.

2. Company Type

Ireland’s most common type of company is a Private Company Limited by Share (LTD). See our blog post on types of companies in Ireland for more information on the most common Irish company types.

3. Constitution

Since the Companies Act 2014 came into effect in 2015, the Constitution has replaced the Memorandum and Articles of Association which were previously required for a Private Limited Company (LTD). The Constitution essentially allows a company to engage in any legal business and sets out how the company will be run and the rules it will follow.  

4. Registered Office & Addresses:

To start a new company, you need the following addresses:

  • Registered Office Address – This is the address for all formal and legal company correspondence. In addition, it is publicly listed on the CRO website;
  • Address where the business activity will occur – this must also be in Ireland; and
  • Location of the company’s central administration (can be outside of Ireland).

Every Irish LTD company must legally have an official company address (the registered office) in the Republic of Ireland. If company directors live in the Republic of Ireland, they may use their home address if they wish. o’donnell+co also provides a Registered office address service, if required.

Note you cannot use a PO box as an address for Revenue. Moreover, you cannot use a mail forwarding address for tax registration purposes.

5. Company Directors

The company’s shareholders appoint company directors to run the company on their behalf. Except for a LTD, all company types must have a minimum of two directors and a company secretary. In a one-director company, the company secretary can be a company or a person but cannot be the director.

Note In Ireland, a company director must be a natural person over 18 years of age. 

Additionally, the company director cannot be the subject of undischarged bankruptcy, an auditor of the company or a person disqualified or prohibited by the High Court from serving as a director. All company directors and officers have legal responsibilities to manage a company’s affairs in good faith.

A Private Limited Company (LTD) must have at least one company director. To complete the registration of the company, the nominated director must supply the following information:

•        Full Name

•        Nationality

•        Residential Address

•        Date of Birth

•        Business Occupation

•        The name(s) of any other company in which the person is a director

6. Residency Requirements & Beneficial Ownership

Within five months of incorporation, all Irish registered companies must register their beneficial owners (those who own 25% or more of the company’s shares) on the RBO website. The majority shareholders must have a Personal Public Service Number (PPSN) to complete registration. They can also fill out a form called BEN2. o’donnell+co will do this as part of its company registration service. 

If you don’t complete the RBO registration, it is considered a criminal offence and may result in more serious consequences, such as a fine or conviction. Irish banks will not allow you to open a bank account until you have completed the RBO registration process.

7. Non-Resident Beneficial Owners

At least one of the directors must live in a European Economic Area member state (EEA). However, if not that is not the case, there are two possible options:

• A non-resident director bond must be set up. This bond covers the company for a total of €25,400 to ensure that all required paperwork is filed with the Revenue Commissioners and the Companies Registration Office; or

• Apply to the CRO for a certificate that proves the company has real and continuous economic links within Ireland.

In addition, it is also essential to consider the issue of tax residency of the directors. For example, most company directors must be Irish tax residents to establish the company’s tax residency in Ireland.

8. Shareholders

As shareholders essentially own the company, the number of shares held by each shareholder reflects the percentage of their ownership. All shareholders must be over the age of 18 and must supply the information below to proceed with the registration of the company:

•        Full name;

•        Usual residential address; and

•        Quantity of proposed shares in the shareholder’s name.

9. Company Secretary

Every Irish company must appoint a company secretary. The company secretary’s duties include ensuring that the company fulfils its legal obligations, filing the Annual Returns, keeping the company’s books up to date and ensuring compliance with statutory obligations. Furthermore, a company secretary may be a company director, a corporate entity or a separate individual. However, in the case of a one-director company, there must be an independent company secretary.

10. Issued Share Capital

Issued shares are shares that have been allocated and paid for by shareholders. The recommendation for newly incorporated companies is to have 100 issued shares valued at €1 each.

Note the critical considerations regarding a company’s share capital listed below:

  • The company decides the number of shares – this may change at a later date if required;
  • No limit on authorised share capital (“ASC”) for any company type;
  • No restriction on the type of currency or denomination amount of shares;
  • An LTD is not required to have an authorised share capital (“ASC”);
  • A DAC must have an ASC; and
  • A PLC must have a minimum issued share capital.

Registration Documents

When you are ready to commence the registration process, o’donnell+co will arrange the documents and information for submission to CRO (Companies Registration Office):

  • Form A1 (signed)
  • The Company’s Constitution

Certificate of Incorporation

The CRO approves and registers the company and then issues the Certificate of Incorporation. A Certificate of Incorporation is indisputable evidence that the company is legally incorporated in Ireland. It includes the company name, date of incorporation and company registration number. The company may now legally trade and operate.

Other Considerations (Revenue Registrations)

Timeline:

  • If you intend to trade as a sole trader or partnership, you must register with Revenue within 30 days of starting up.
  • If setting up a company (limited company), you must register with Revenue once incorporated.

Note the CRO usually takes 5-10 days to process your company registration application.

In conclusion, hopefully, this post has given you several new insights and helpful information on how to register your company in Ireland. However, if it still seems daunting or you need help with any aspect, why not contact our company registration experts? We can guide you through this challenging process in smooth, seamless steps without mountains of paperwork, giving your company every chance of success from the start. In short, we have spent over 25 years working with startups and company registrations in Ireland.

o’donnell+co startup services include:

  • company formation services
  • company secretarial services
  • outsourced payroll services
  • outsourced accounting & bookkeeping services
  • annual accounts & tax compliance

For more information on company registration and registering a company in Ireland, don’t hesitate to get in touch with us at +353 61 317500 or email us at info@odonnellaccountants.ie

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