Forming an Irish Limited Company is a structured process that requires careful attention to detail. This comprehensive guide will walk you through each step, ensuring that you have a clear understanding of the requirements and procedures involved.
1. Choosing the Perfect Company Name
The name of your company is its identity. It’s the first thing people will know about your business, so it’s crucial to choose wisely.
Unique and Distinctive
Your chosen name should stand out and not be easily confused with other registered names. It should end with “Limited” or “Ltd” or their Irish equivalents “Teoranta” or “Teo”.
Naming Conventions
The Registrar of Companies in Ireland maintains a list of registered company names. Your chosen name should be distinguishable from these. Avoid generic terms like “Business”, “Company”, “Corporate”, “Enterprise”, and others as they are not considered unique by the CRO. Instead, opt for unique words like “Euphoria”, “Cherish”, or “Pristine”.
Special Permissions
If you wish to use certain words like “Bank” in your company name, you’ll need permission from institutions like the Central Bank of Ireland.
Avoid Misleading Names:
Your company name should not suggest a status or function that it doesn’t possess. It should also not be offensive or misleading.
2. Appointing Key Company Personnel
Every company needs a team to steer it in the right direction.
Director(s)
At least one director is mandatory. This person should be at least 18 years old and must be a natural person. Their responsibilities include overseeing the company’s operations and ensuring compliance with laws.
Secretary
The secretary is responsible for administrative tasks, including ensuring that the company meets its legal obligations. They should possess the necessary skills and knowledge for the role.
3. Share Issuance
Shares represent ownership in the company.
Minimum Requirement
At least one share must be issued to a shareholder. This shareholder can be an individual or a legal entity.
Share Details
Specify the number, value, rights, and restrictions of the shares. Also, provide details about the shareholders.
4. Official Registration with the CRO
This is the step where your company becomes official.
- Documentation: Submit Form A1 and accompanying documents, such as your company’s constitution, declaration of compliance, statement of capital, and others to the CRO.
- Fees: A fee of €100 is required, though it’s reduced to €50 if done online.
- Certificate of Incorporation: Once approved, the CRO will issue this certificate, marking the official existence of your company.
5. Tax Registration
Every company must be registered for taxes with Revenue, the Irish tax authority.
Types of Taxes: Depending on your business activities, you might need to register for Corporation tax, VAT, Payroll taxes, and Relevant contracts tax (RCT).
Corporation tax:
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.
Payroll taxes:
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. Setting Up a Company Bank Account
A separate bank account for your company is essential for managing finances.
Required Documents:
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.
This is a mandatory step to ensure transparency in business operations and can only be done online through a dedicated RBO portal.
- Deadline: Registration must be done within 5 weeks of company formation.
- Penalties: Non-compliance can result in significant fines.
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.
