If you are looking for a way to start a business in Ireland, one of the most common and popular options is to form an Irish Ltd. company.
To Start a Limited Company in Ireland, you need:
- Stakeholders, which include a director, company secretary, and shareholders.
- An address located in Ireland.
- Some initial share capital.
- A unique name for your company.
With these in hand, the next steps involve paperwork. Specifically, you’ll need to fill out and submit Form A1 and your company’s constitution to the Companies Registration Office (CRO) in Ireland. There are some fees involved in setting up a company, and these can vary based on your company’s specific details.
If filling out forms isn’t your strong suit, don’t worry. We’re here to assist you every step of the way.
Lastly, once your company is up and running, there are yearly administrative and financial tasks you’ll need to keep on top of. Our guide offers a full checklist, ensuring you’re well-equipped to manage a Limited Company in Ireland. Whether you’re just starting or looking to keep everything in order, we’ve got you covered.
What is an Irish Limited Company?
An Irish Ltd. company is a private company limited by shares, which means that it has shareholders who own a part of the company and are liable only for the amount they have invested. An Irish Ltd co is a separate legal entity from its owners and can sue and be sued in its own name. An Irish Ltd co can engage in any lawful activity and has no stated objects or limitations.
Benefits of Forming an Irish Ltd. Company
Forming an Irish Ltd co can offer many benefits for entrepreneurs, such as:
1. Limited liability:
The shareholders of an Irish Ltd co are not personally responsible for the debts or obligations of the company unless they have given personal guarantees or acted fraudulently or negligently.
2. Tax advantages:
An Irish Ltd co can avail of a low corporate tax rate of 12.5% on its trading profits, as well as various tax reliefs and incentives for research and development, intellectual property, start-ups, etc.
An Irish Ltd co can enhance its reputation and trustworthiness among customers, suppliers, investors, and other stakeholders by having a formal legal structure and complying with the relevant laws and regulations.
4. Access to funding:
An Irish Ltd co can raise capital from various sources, such as issuing shares, borrowing from banks or other lenders, attracting investors or partners, etc.
An Irish Ltd co can continue to exist even if its shareholders change or die unless it is wound up or dissolved by law or by its own decision.
Requirements for forming an Irish Ltd. Company
To form an Irish Ltd. Company, you need to meet the following requirements:
1. Company name
You need to have a name that is unique and distinctive, and that does not conflict with any existing company name or trademark.
The name must end with “Limited” or “Ltd” (or their Irish equivalents “Teoranta” or “Teo”).
The name must not be offensive, misleading, or suggest any connection with the state or any public authority unless authorised by law.
2. Have at least one director & Secretary
You need to have at least one director and one secretary, who may or may not be the same person.
The director must be a natural person (not a company or other entity) and at least 18 years old.
The secretary can be a natural person or another entity, but the appointee must have the necessary skills and knowledge to carry out the duties of the office.
3. Have at least one shareholder:
You need to have at least one shareholder, who may be a natural person or a legal entity, such as another company or a trust.
There is no maximum number of shareholders, but if there are more than 149, the company becomes a public limited company (PLC), which has different rules and requirements.
4. Registered office address:
You need to have a registered office in Ireland, which is the official address of the company where all communications and notices can be sent and received.
The registered office can be different from the business address or the place where the company carries out its activities.
You need to have a constitution, which is a single document that sets out the rules and regulations of the company.
The constitution includes the articles of association, which deal with matters such as the rights and obligations of the shareholders, directors, and secretary, the transfer and issue of shares, the meetings and resolutions of the company, etc.
The constitution can adopt all or some of the provisions of Schedule 1 of the Companies Act 2014, which contains a model constitution for an Irish Ltd co, or it can have its own customised provisions.
You need to pay a registration fee of €100 (or €50 if done online) to the Companies Registration Office (CRO), which is the authority responsible for registering and regulating companies in Ireland.
Step-by-step guide to forming an Irish Ltd Company
The following are the steps you need to follow to form an Irish Ltd company.
1. Choose the name of your company.
You need to decide on a unique and distinctive name for your company that ends with “Limited” or “Ltd” (or their Irish equivalents “Teoranta” or “Teo”).
Ensure that your chosen name Is:
- unique and distinguishable from other registered names.
- Doesn’t suggest a certain status or function that the company doesn’t have.
- Must not be offensive or misleading.
- Complies with specific naming conventions outlined by the CRO.
- You will need to choose a company name and this name must be unique and distinguishable from the other company names in the Registrar of Companies in Ireland.
- Place names are also ignored, but you can use the name of a river or mountain to make your proposed company name distinguishable from other company names that are like your chosen name.
- Words like “Business”, “Company”, “Corporate” “Enterprise”, “Euro”, “World”, “Global”, “Ireland”, “Family” “Dublin”, “Services”, “Developments”, “International”, “World”, “Networks”, “Solutions” “ Sales” etc, are not considered distinguishable and will be ignored by the CRO.
- Words like “Legal”, “Engineering”, “Building”, “Construction”, “Structural”, “Everest”, “Kilimanjaro”, “Amazon” “Dolphin”, “Elephant”, “White”, “Green”, “Epiphany”, “Ethereal”, “Euphoria”, “Cherish”, “Eternity”, “Quintessence”, “Plethora”, “Pristine”, “Dulcet”, “Docile”, “Ineffable”, etc are all distinguishable and unique words, so you should use a word like this in the company name to ensure that it will be incorporated.
- A company wishing to use the word “Bank” in its name can only do so with the permission of the Central Bank of Ireland and would need to be carrying on Banking activities in Ireland.
2. Appoint the director(s) and secretary of your company.
You need to appoint at least one director and one secretary for your company, who may or may not be the same person.
The director must be a natural person (not a company or other entity) and at least 18 years old.
The secretary must have the necessary skills and knowledge to carry out the duties of the office.
You need to provide their personal details, such as name, address, date of birth, nationality, occupation, etc., as well as their consent to act in their respective roles.
3. Issue the shares of your company.
You need to issue at least one share of your company to at least one shareholder, who may be a natural person or a legal entity, such as another company or a trust.
You need to specify the number and value of the shares, as well as the rights and restrictions attached to them.
You also need to provide the details of the shareholder(s), such as name, address, number of shares held, etc.
4. Register your company with the CRO.
You need to submit an application form (Form A1) to the CRO, along with the following documents:
- A copy of your company’s constitution.
- A declaration of compliance (Form A1 Q.E.1), which states that all the requirements of the Companies Act 2014 have been met.
- A statement of capital and initial shareholdings (Form A1 Q.E.2), which shows the amount and distribution of the share capital of your company.
- A notice of the address of the registered office of your company (Form A1 Q.E.3)
- The consent forms of the director(s) and secretary of your company (Form A1 Q.E.4)
- The fee of €100 (or €50 if done online) You can submit your application online through [CORE], which is the CRO’s online filing system, or by post or in person at the CRO’s public office in Dublin or Carlow.
Receive your certificate of incorporation from the CRO. Once your application is approved by the CRO, you will receive a certificate of incorporation, which is the official document that confirms that your company has been registered and exists as a legal entity. The certificate will include your company’s name, number, date of incorporation, type, and constitution.
5. Register for taxes with Revenue.
You need to register your company for various taxes with Revenue, which is the tax authority in Ireland. Depending on your business activities, you may need to register for some or all the following taxes:
This is a tax on the profits of your company, which is charged at a rate of 12.5% for trading income and 25% for non-trading income (such as interest, dividends, royalties, etc.). You need to file an annual return (Form CT1) and pay any tax due within nine months after the end of your accounting period.
Value-added tax (VAT):
This is a tax on the supply of goods and services in Ireland, which is charged at different rates depending on the type and value of the goods or services (such as 23%, 13.5%, 9%, 4.8%, or 0%).
You need to register for VAT if your annual turnover exceeds or is likely to exceed certain thresholds (such as €37,500 for services or €75,000 for goods).
You need to file periodic returns (usually every two months) and pay any VAT due within 19 days after the end of each period.
These are taxes that you need to deduct from your employee’s wages and salaries and pay to Revenue on their behalf.
They include income tax, pay-related social insurance (PRSI), and universal social charge (USC). You need to register as an employer with Revenue if you have any employees working for you in Ireland.
You need to file monthly returns (Form P30) and pay any payroll taxes due within 14 days after the end of each month.
Relevant contracts tax (RCT):
This is a tax that applies to certain payments made by contractors to subcontractors in certain sectors, such as construction, forestry, and meat processing.
You need to register for RCT if you are a contractor who engages subcontractors in these sectors. You need to notify Revenue of each contract and payment and deduct and pay any RCT due within 23 days after the end of each month.
You can register for taxes online through [ROS], which is Revenue’s online filing system, or by using the relevant paper forms.
6. Open a bank account for your company.
You need to open a bank account for your company to manage your business finances and transactions. To open a bank account, you will need to provide the following documents:
- A copy of your certificate of incorporation
- A copy of your company’s constitution
- A copy of your company’s tax registration certificate
- A copy of your director(s) and secretary’s identification documents (such as passport, driving licence, etc.)
- A copy of your director(s) and secretary’s proof of address documents (such as utility bill, bank statement, etc.)
- A copy of your shareholder(s) identification documents (if different from the director(s) and secretary)
- A business plan or a letter from your accountant or solicitor confirming the nature and purpose of your business You can choose from various banks that offer business banking services in Ireland, such as Bank of Ireland, AIB, Ulster Bank, KBC, etc.
7. Register with the Central Register of Beneficial Ownership (RBO):
The RBO is the central repository of statutory information required to be held by relevant entities in respect of the natural persons who are their beneficial owners/controllers, including details of the beneficial interests held by them.
Registration with the RBO is mandatory and can only be done online through a dedicated RBO portal.
It’s important to note that the RBO filing must be done within 5 weeks after company formation.
The consequences of not filing with the RBO can be severe, including fines and penalties.
Access to view beneficial ownership information is restricted to only Designated Persons and Competent Authorities. Therefore, it’s crucial to ensure that your company is compliant with these regulations.
Contact us for your Irish Ltd company formation.
If you need any help or assistance with forming your Irish Ltd co, you can contact us, an Irish company formations company in Ireland that can help you set up your Irish Ltd co quickly and easily, as well as provide you with ongoing accounting and tax support.
Frequently Asked Questions
1. How long does it take to form an Irish Ltd co?
It takes almost 5 working days. The time it takes to form an Irish Ltd co depends on various factors, such as the availability and accuracy of the information and documents required, the method of application (online or offline), the workload and processing time of the CRO and Revenue, etc. It can take anywhere from a few days to a few weeks to form an Irish Ltd co.
2. How much does it cost to form an Irish Ltd co?
The cost of forming an Irish Ltd co depends on various factors, such as the number and type of shares issued, the complexity and customisation of the constitution, the professional fees of the accountant or solicitor involved, etc. It can cost anywhere from a few hundred to a few thousand euros to form an Irish Ltd company. You can check our Company formation packages here for more information.
3. What are the benefits of forming an Irish Ltd co?
An Irish Ltd co offers limited liability protection for shareholders, separate legal entity status, flexibility in terms of shareholding structure, ability to raise capital through share issues, and credibility with customers and suppliers.
4. How do I register my Irish Ltd co with Revenue?
Once you have completed all the above steps, you will need to register your Irish Ltd co with Revenue. This involves obtaining a tax number (known as a CRO number) and registering for taxes such as VAT and corporation tax.
5. What are some common mistakes when forming an Irish Ltd co?
Some common mistakes when forming an Irish Ltd co include choosing a name that is already registered with the CRO, failing to appoint a director who is resident in the EEA, failing to draft a constitution that meets legal requirements, and failing to register with Revenue.