Requirements for Irish Company Formation
Starting a Business in Ireland is a very exciting time, but it can also be very stressful. If you are looking to register a new Limited Company in Ireland, Company Bureau will tailor your company to your exact requirements and get your business setup off to the best possible start! However, there are 8 items of information we need from you before we can proceed with your Irish Company Formation:
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Should you prefer to start your business as a Sole Trader / Partnership (Irish Residents only), please go to business name registration.
1. Company Name
The proposed name for your Irish company registration must be unique and distinguishable from all other Irish Registered Companies. The use of certain words such as ‘bank’, ‘insurance’, and ‘group’ require special permission. Names thought to be offensive or implying State Sponsorship are also refused. Non-descriptive Words such as ‘services’, ‘solutions’, ‘Ireland’, ‘International’, and ‘holdings’ don’t carry any weight in terms of distinguishing the name from other companies and are therefore discounted.
For a Free Company Name Check, click here.
2. Company Type
A Private Limited Company is the most common form of Incorporation for people to start their business in Ireland.
Click here for more information on the different types of companies available.
3. Constitution – Principal Activities
The Company Constitution is an important legal document that sets out the rules governing how your company is run. It defines the company’s structure, powers, internal procedures, and the rights and duties of its directors and members (shareholders). The Constitution allows LTDs to trade in any legal business they desire. Company Bureau will draft a bespoke Constitution for your new company and we will ensure some the most important provisions are included. Your Irish company will also need to select a ‘NACE’ code prior to incorporation. Don’t worry about this – all we need is for you to outline to us the precise activities of your company, and we’ll take care of the rest.
4. Registered Office
The Registered Office is the official address of your company and must be located in the Republic of Ireland. Most official correspondence will be posted to this address. The trading address of the Company may be different from its registered office. Irish-Resident Directors may use their home address as the registered office of their company if they wish. For Non-Resident Directors, click here for more information on our Registered Office Services.
5. Directors
The Directors of a Company are the people who are appointed to run and manage the Company on behalf of the owners of the Company – the Shareholder(s). A Private Limited Company may have one director if desired, but in this case, it must appoint a separate Company Secretary. We require the following information on the proposed directors to proceed with the formation of an Irish company:
- Full Name
- Nationality
- Usual Residential Address
- Date of Birth
- Business Occupation
- Names of other Companies that the individual is a director of
At least one of the proposed Directors of the company must be Resident within the European Economic Area (EEA). If a company has no EEA-resident director, they may enter into a Section 137 Non-Resident Director’s Bond which can be arranged by Company Bureau. Alternatively, if the company can prove that there is a “real and continuous link with one or more economic activities in the State”, then it may be exempted from the requirement for a resident director. It should be noted that Directors have a number of legal duties and obligations imposed by the Companies Act, other enactments and at common law. On this basis, Directors must agree on incorporation that they understand these obligations and should, therefore, be a minimum 18 years of age.
6. Company Secretary
An Irish Company must have a Company Secretary who is responsible for ensuring that statutory obligations are met, such as maintaining the books of the company, and ensuring Annual Returns are filed on time. The company secretary can be one of the Directors, a separate individual, or a Corporate Entity. In the situation where a company has a single director, a separate Company Secretary must be appointed. Company Bureau can act as your company secretarial mentor or become your company secretary if you require. For more information, please click here.
7. Authorised and Issued Share Capital
The Authorised Share Capital is the maximum amount of share capital a company can issue to its shareholders according to the company’s constitution. It is now optional to have this ceiling for LTD companies. For other company types we recommend an Authorised Share Capital of €100,000 divided into 100,000 shares of 1 Euro each.
The Issued or paid-up share capital is the number of shares that have been allotted and paid for by the shareholders. We suggest issuing 100 shares of 1 Euro each. The 100 shares are divided between the shareholders to reflect the ownership of the company. E.g. 50/50, 90/10, etc. One person or company can hold all the shares. This is known as a single-member company.
8. Shareholders
The Shareholders are the owners of the company. As detailed above, the number of shares issued should be divided in a manner that reflects the proportionate ownership of the company. The details that we require are:
- Full name
- Usual Residential Address
- Amount of shares that are proposed to be held in the shareholder’s name.
When your company is incorporated, Company Bureau will prepare, draft and issue the Share Certificates of the Company, as well as the rest of the corporate documentation for your company registration in Ireland.
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