Legal Requirements for a Limited Company in Ireland

Company Bureau can guide you through the requirements for setting up and maintaining a Limited Company in Ireland. The legal/company secretarial requirements are similar regardless of whether you are resident in Ireland or not. To see the requirements for registering a company please see Company Formation Requirements.

After your company is registered, the main on-going compliance requirements are as follows:

Annual Returns

All companies must submit and file an Annual Return every year, together with abridged accounts to the Registrar of Companies. Failure to do so will result in substantial penalty fees and possible strike-off proceedings, as well as loss of the audit exemption for 2 years if applicable. The first Annual Return is due 6 months after incorporation. The only exception to this are Unlimited Companies in certain circumstances. The initial Annual Return does not necessitate the inclusion of financial accounts. Within the subsequent 56 days following the Annual Return Date, financial statements must be compiled and submitted to the CRO.

The Annual Return date (ARD) can undergo modifications starting from the second Annual Return onwards, allowing for flexibility in alignment with the company’s evolving needs. It’s imperative to note, however, that such alterations are permissible no more than once every 5 years, ensuring a balance between adaptability and consistency within the regulatory framework.

Annual General Meeting

Companies should hold an Annual General Meeting (AGM) within 18 months of incorporation and thereafter on an annual basis (there must be an AGM in each calendar year). The AGM and board meetings should happen in Ireland, as the management and control of the company should be in Ireland. Some companies can dispense with the requirement of having an AGM if a resolution is signed to this effect.

The purpose of an AGM is to allow the members of the company to ask questions, meet the directors, approve accounts, and get information regarding the company.

Read about our ad-hoc Company Secretarial Service for your Irish Company.  We can represent your company by attending the Annual General Meeting (AGM) and/or provide minute-taking for same.

Filing Audited Accounts

Every company whose turnover or group turnover exceeds €12 million must prepare and file Audited Accounts. Most registered charities (Companies Limited by Guarantee) must also file audited accounts.

Audited accounts are financial statements verified and checked by a registered, qualified, and independent auditor. Financial activity about the company will need to be verified and the bigger the company, the longer it takes to audit. The auditor renders an assessment concerning whether the contents present an accurate representation of the company, confirming the authenticity, precision, and absence of inaccuracies. This assessment is documented as the auditor’s report and, when combined with the financial statements, constitutes the audited accounts.

Tax Returns

Upon successful incorporation of a company, the next step is registering for the appropriate taxes. According to legal mandates, Irish companies are obligated to complete tax registration and fulfil their return-filing responsibilities with the Revenue authorities.

A Corporation Tax Return must be made every year. Corporation tax returns must be submitted within 9 months after the end of the tax accounting period to avoid a surcharge or a restriction of 50% of losses claimed.

If the company is VAT Registered, VAT Returns must be made every two months.

EEA-Resident Director

If the company does not have an EEA-Resident Director, The ‘Section 137 Non-Resident Directors Bond’ must be put in place. It is important to note that this requirement pertains to residency and not citizenship. A company director who holds an EEA passport but resides outside of the EEA would also require a bond. Having the Bond in effect does not replace or act as a Company Director – It merely allows the company to operate without an EEA resident director in place.

PPSN or IPN

From the 11th of June 2023, all proprietary directors of Irish companies must possess a Personal Public Service Number (PPSN) or Identified Person Number (IPN) and input said number on certain CRO forms.

Up-to-Date Registers

The seven statutory registers must be kept up to date as well as the register of beneficial owners.

Company Bureau’s Annual Company Secretarial and Compliance Service will take care of most of the company’s legal requirements, leaving you to concentrate on growing and running your business. For more information on Irish company Annual Returns or company audits, please complete our contact form or call to speak with a member of our Company Secretarial department at +353 (0)1 646 1625.

Please note there are also several tax requirements and tax legislation that should be adhered to also. We can recommend an associate tax advisor if you require assistance with the same.

Disclaimer This article is for guidance purposes only. It does not constitute legal or professional advice. No liability is accepted by Company Bureau for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change.