Company formation in Ireland can be both an enjoyable and mentally taxing process. We’ll first discuss 8 critical and essential sections you should carefully put into consideration before starting the business formation process.
1. Company name
The suggested title of the entity undergoing registration in Ireland should be distinct, unique and simple to differentiate from other firms already registered in Ireland. Inclusion of specific words for instance “insurance”, “group” or “bank” cannot be used casually and as such necessitate exclusive approval. Insulting names or those carrying connotations of State Sponsorship are disqualified as well. Words without descriptive significance such as “solutions”, “services, “holdings” or “International” are viewed as providing no differentiating factor from other entities and are consequently disregarded.
2. Company Type
Irish jurisdiction facilitates the formation of numerous company types. All of them are subject to different Irish laws and regulations. Before selecting a company type in Ireland, you should carefully consider all the laws and acts binding to such a business entity. You can learn more about the details and specifics of each company type by following the links below:
1. Company Limited by Shares (LTD)
2. Designated Activity Company (DAC)
3. Company Limited by Guarantee (CLG)
4. Public Limited Company (PLC)
5. Unlimited Company
6. Limited Liability Partnership (LP)
7. Investment Companies
8. Societas Europaea Company (SE)
3. Constitution – Principle Activities
Constitutional instruments launched by the Companies Act of 2014 focusing on Private Limited Companies (LTD), enables companies to exchange the Memorandum and Articles of Association for the freedom to delve into any form of legitimate commercial industry that the firm deems lucrative.
4. Registered Office
The registered office is the formal address at which the entity has to be situated in Ireland. The majority of official communication will be sent to the stated address. The firm’s trading address can potentially be dissimilar from that of the registered office. Company directors that live in Ireland are permitted to utilize their home address as the registered office of that firm provided they are not coerced to do so. The director should willingly affirm its usage out of their own volition.
Company directors are the individuals who are in charge of leading and governing the affairs of the entity while representing the interests of the shareholders(s) who are the owners of the business. A Private Limited Company has permission to appoint only one director, if it wished to do so. However, in this situation, another secretary has to be employed. The following information pertaining to the directors is mandatory when registering a business in Ireland:
- Name in full
- Country of citizenship
- Home address
- Date of Birth
- Names of other entities in which the person is also a directo
A minimum of one of the suggested directors of the firm must be an inhabitant in a country in the European Economic Area (EEA). Companies without directors living in the EEA may legally sign off on “Section 137 Non-Resident Director’s Bond”. An alternative is that the company can instead demonstrate convincingly that there exists a “real and continuous link with one or more economic activities in the State”. In this scenario, the entity can thus be excused from satisfying the stated prerequisites concerning the resident director. Directors have various general and legislative responsibilities as enacted by the Companies Act of 2014 and other applicable statutory instruments. Based on this realization, directors should unanimously reach a consensus on company incorporation after comprehending the implied accountabilities. The minimum age of the directors, therefore, must be 18 years.
6. Company Secretary
A company operating in Ireland must consist of a company secretary who is accountable for making sure that the legislative mandates of the organization are fulfilled, for example keeping the financial records of the company in check and making sure that Annual Returns are submitted on time. One of the directors can also serve as the company secretary. Alternatively, a specifically hired person or another company can assume that role.
7. Authorized and Issued Share Capital
The Authorized Share Capital of the entity is the numerical quantity of shares that a company can utilize in certain cases. We generally advise that most companies should adopt an Authorized Share Capital of €100,000 of €1 each and issue 100 at the incorporation. By having more than 100 authorized would allow for any additional share issues without having to change the authorized share amount.
The issued or paid-up share capital is the number of shares that have been distributed to and purchased by the shareholders. It is prudent to dispense 100 shares at 1 Euro respectively. The 100 shares are apportioned amongst shareholders with the aim of indicating the ownership structure of the entity.
The shareholders own the entity. As explained in prior statements, the number of shares allocated should be assigned in a way that signifies the equivalent proportional stake possessed by each shareholder. The lowest acceptable age for shareholders is 18 when the company is incorporated. The specifics relating to the shareholders needed are as follows:
- Name in full
- Privat address
- The number and type of share to be held by each shareholder
The process of forming a company is certainly not an easy fit but a necessary. However, you can surrender the process to SIGTAX. If you are working with SIGTAX, there is no need to feel overwhelmed by the intricacies of the process. We only require a descriptive framework of the exact suggested undertakings of the entity and we will settle all other matters on your behalf.