How to set up a Limited Liability Company in Ireland

By Caitlyn Buchanan, 7th August 2018

When starting a business in Ireland you will need to make decisions on a few key items before completing your application. In this article, we will cover all the sections that you will need to discuss with your business partners prior to setting up an Irish limited liability company.

Starting a Business in Ireland

A Private Company Limited by Shares (LTD) is the most popular company type for private and commercial businesses ventures in Ireland. A LTD may also be referred to as a private limited company or a limited liability company. Under the Companies Act 2014, LTD companies are not restricted in the activities that they can carry out and can carry out any activities once legal. Various trading names can be registered under one private limited company to carrying out separate activities if required. Another reason the LTD company type is so popular is because it is a separate legal entity from its owners and has limited liability, meaning that the shareholders are only liable to the value of its issued share capital.

If you are unsure if a LTD company is the right structure for your business you can review the available CompanyTypes here.

Directors & Secretary

A private limited company is required to have a minimum of one director and a separate company secretary (two people). There is no maximum number of directors that a limited company can appoint but we would generally recommend no more than five. At least one director must be a resident within the European Economic Area (EEA) or the business may need to purchase a RevenueBond. If the company has 2 or more directors one of the directors can also be listed as the company secretary. It is advised that a company secretary has knowledge of company law in Ireland and can deliver the office of secretary. A corporate entity can also be the named company secretary. Company Bureau offers a full range of Annual Company Secretary Services which include filing and compliance services.

Registered Office Address

A company’s registered office address is the location that all Company Registration Office (CRO) correspondence and all formal legal notices will be sent. An Irish company’s registered office address can be anywhere within the Republic of Ireland as long as it is a physical location (it cannot be a post office box, for example). A residential address may be used as a company’s registered office address however it should be noted that this address will be visible on the public record.

Company Bureau offers a Registered Office Address Service which would allow a business to use our city centre location as its registered office. If you choose to use a registered office agent such as Company Bureau you should have a separate trading address, this is the address where your clients, bank, agents, suppliers etc. will send correspondences relating to everyday business.

Company Share Capital

Upon incorporation, most Irish companies will need to specify its Authorised Share Capital. However, LTD companies have the option of an uncapped feature which leaves the company in a favourable position should there be changes to the Share Structure.

An Authorised Share Capital is the maximum number of shares that can be issued in the company over its lifetime. We usually advise clients to issue a low share capital to begin with, as this is the amount that the shareholders would be held liable for. The minimum share capital should be no lower than €100. We recommend for most LTD companies not to have an authorised share capital, however, if an authorised share capital is desired, we suggest €100,000 divided into 100,000 ordinary shares of €1 each.

Shareholders

Shareholders can be directors, individuals or corporate entities. Before you incorporate you will need to specify who the company’s shareholders are and the number of shares assigned to each. In Ireland, the legal requirement is, if the issued share capital is over €1000 it can be paid into your corporate bank account before it can be used toward the business. If the issued share capital is under €1000, the amount can be held in cash.

How to incorporate a limited company

Starting a business in Ireland is a very straight-forward process when you use a licenced formation agent. Company Bureau can draft the company documents for you to sign and file everything with the CRO. Due to our close proximity and long-standing relationship with the CRO we can set up a limited liability company in just 2-3 working days. We will then provide you with a full incorporation package including a certificate of incorporation, company seal, member’s certificates, and constitution (memorandum and articles of association). Click here to complete the application form and Order a Company Online.

If you would like more information on any of the subjects covered in this article, please don’t hesitate to contact the experts at Company Bureau but completing our contact form or call the office on 01 6461625.

 

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