COMPANY FORMATIONS
A Limited Company is considered a separate legal entity from the individuals involved in the business. There are a number of different types to choose from when setting up a limited liability company or an unlimited company for your business. A Private Company Limited by Shares is the most common form of incorporation for people to start their business in Ireland. Check below for more information on the different types of limited companies you can set up.
A Private Company Limited by Shares (LTD) is a new model form of a private limited company created under the Companies Act 2014. This is the most common form of a Limited Liability Company (LLC) in Ireland.
LTD companies are by far the most frequently incorporated entity for private, and commercial businesses in Ireland. Limited companies have a Constitution, a formal document that sets out the rules governing a company and provides limited liability for its members. A member’s liability is limited to the amount, if any, unpaid on the shares respectively held by them.
The LTD company type may have just one director, but in that case, must have a separate secretary appointed, both must be of 18 years and over. The company may have between 1 to 149 shareholders and the company is not legally required to hold an Annual General Meeting.
All LTD company names must end in “Limited” or “Teoranta”
To incorporate an LTD Company the cost is €350 incl VAT.
Your Company Pack will include the following:
- Certification of Incorporation
- Share Transfers
- Share Certificates
- Minutes of First Meeting
- Letter of Resignation – Formation Agents
- Letter of Resolution
- Completed Companies Office Form B10 – to appoint the appropriate Directors and Secretary from the date of incorporation
- 4 Copies of the Constitution
- Combined Company Register
- Company Seal
The Designated Activity Company (DAC) is a limited company type that is applicable to those companies who wish to outline a specific type of business in their Constitution, rather than have unlimited powers as per the LTD company type. Consequently, the doctrine of ‘Ultra Vires’ still applies. DAC’s retain the Memorandum & Articles of Association as part of an overall Constitution document.
Companies that are likely to avail of the DAC structure:
This structure should be used when a business is going to conduct a regulated activity or wants to list debt or shares on a regulated market.
All Designated Activity Company’ names shall end with ‘Designated Activity Company’ or ‘Cuideachta Gníomhnaíochta Ainmnithe’. There is an exception to this as there is a power to dispense with DAC in the name of charitable and other companies under section 971.
To incorporate a DAC Company the cost is €350 incl VAT.
The users of a Company Limited by Guarantee (CLG) include charities, sports and social clubs and property management companies. Their key distinguishing feature is the absence of a share capital so that their members are not shareholders and do not have a distinct economic interest in their capital. Instead of shareholders, they are required to appoint member(s), who guarantee to contribute €1 to the company in the event of its winding up (subject to the provisions of the Company’s Constitution). This company type is appropriate for non-profit companies/organisations.
The name of the company must end in “Company Limited by Guarantee” or “Cuideachta faoi Theorainn Ráthaíochta” unless exempted. The exemption refers to the power to dispense with CLG in the name of charitable and other companies under section 1180.
All CLG’s are required to have a minimum of 2 Directors, one of which can act as Company Secretary and a minimum of one member, the directors can also be members.
To incorporate a CLG Company the cost is €399 incl VAT.
Company Limited By Guarantee (CLG) – Incorporating MUD Act Provisions
The Multi–Unit Development Act came into force on the 1st April 2011.
The Act applies to residential developments where there are 5 or more units. This includes developments of apartments and houses. It also applies to mixed developments with commercial properties however they are treated slightly differently for example regarding voting rights and the sinking fund. The Act does not cover developments which are exclusively commercial.
Any CLG’s that are residential property management companies need to have special provisions in their Constitution in order to comply with the MUD Act. There must be a minimum of two Directors, one of which can act as Company Secretary and the Directors can also be members of the company, however, generally one person from each property unit in the development will be appointed a member of the company and each will have one vote.
To incorporate a CLG Company (with MUD Act provisions) the cost is €399 incl VAT.
Company Limited By Guarantee (CLG) – Charitable Status Provisions
A company that intends to apply for Charitable Status must be setup as a non-profit company, tailor-made with no beneficial owners and is required to have certain clauses (outlined by the Charities Section of the Revenue Commissioners) within the company’s constitution.
Each Charity type entity can apply for Charitable Status to the Revenue Commissioners for a CHY number, however, there are certain requirements to qualify for Charitable Status.
These CLG’s are required to have at least 3 non-related Directors (resident in Ireland), one of which can act as Company Secretary and must have a minimum of 3 members. The directors can also be members of the company.
To incorporate a CLG Company (for Charitable Status) the cost is €399 incl VAT.
A PLC is incorporated where a company intends to seek a listing on the Stock Exchange and offered to the public or where a major Business Expansion Scheme is being formulated.
A PLC can have one member and no maximum limit on members. The liability of members is limited to the amount, if any, unpaid on shares held by them. The nominal value of the company’s allotted share capital must not be less than €25,000,
at least 25% of which must be fully paid up before the company commences business or exercises any borrowing powers. A PLC must have at least two directors and a company secretary.
The name of the company must end in “Public Limited Company” or “Cuideachta Phoiblí Theoranta”.
Contact the staff at Express Company Formations for more details.
The CA 2014 provides for three types of Unlimited Company:
• Private unlimited company with share capital (ULC).
• Public unlimited company with share capital (PUC).
• Public unlimited company without share capital (PULC).
There are certain key characteristics of unlimited companies. UNLIMITED LIABILITY OF MEMBERS. The defining characteristic of an unlimited company is the absence of limited liability protection for its members (section 1278(1), CA 2014). The members of an unlimited company are not however directly liable to creditors for the debts of the company. When operating as a going concern, the members of an unlimited company are only liable to contribute any amount that is unpaid on the share capital that they have subscribed for in the company.
Unlimited companies are required to have at least two Directors, one of which can act as Company Secretary and must have a minimum of one member. There is no limit to the amount of members an Unlimited Company can have.
The name of the company must end in “Unlimited Company” or “Cuideachta Neamhtheoranta”. Some Unlimited Companies may be exempt from using the term “Unlimited Company” from the end of their company name if they obtain permission from the Minister of Jobs, Enterprise and Innovation under section 1237 Companies Act 2014.
Contact the staff at Express Company Formations for more details.
A Limited Liability Partnership, however rare in Ireland, is similar to a general partnership except that it has two classes of partners. A limited partnership must consist of at least one general partner and one limited partner. The partnership should not consist of more than 20 persons or, if carrying on the business of banking more than 10 persons. The general partner(s) have full management and control of the partnership business but also accept full personal responsibility for partnership liabilities. Limited partners have no personal liability beyond their investment in the partnership interest. Limited partners cannot participate in the general management and daily operations of the partnership business without being considered general partners in the eyes of the law.
The general partner can be either an individual or a corporation. One of the more common limited partnership situations involves a silent partner, where one or more limited partners provide financing for the venture and the general partners run the business. A limited partnership in this case protects the assets of silent partners by limiting their exposure and liability and acts as a conduit to pass current operating profits or losses on to them.
Most jurisdictions require limited partnership agreements to be in writing and for the most part, contain the same provisions as those in a general partnership agreement with some complex additions.
Please contact the staff at Express Company Formations for more details.
Company Re-Registrations
The Companies Act 2014 paved the way for convenient re-registration of companies in Ireland. Re-registration is the process in which a company changes from one company type to another, adopting the new characteristics and compliance obligations of that new entity type.
Under previous legislation, a company limited by guarantee (CLG) was unable to avail of this process of re-registration. In addition, an unlimited company was unable to re-register as a limited company if it had previously been registered as a limited company type in its lifetime. The Act changed this and Irish Company Law now allows both a CLG to re-register and for an unlimited company to re-register as a limited company even if it has previously been a limited company in the past.
Contact the staff at Express Company Formations for more details.
Business Name Registration
Registration of a business name is required when forming any sole trader or partnership or when a corporate entity wishes to trade under a different name other than that of their Limited Company Name.
Sole Trader or Limited Partnership
Individuals have been known to start their businesses as either a sole trader or a partnership (where two or more people are involved) as an alternative to forming a limited company. This involves registering a business name application with the Companies Registration Office. Unlike Limited Companies there is no protection in the Business Name structure and there are no restrictions to someone else trading under the same name. There is no limited liability under a business name as there would be in a Limited Company because the business is not seen to be a separate legal entity from the registered person(s).
Business Names registered under a Limited Company
A Business Name registered under a Private Limited Company is known as a ‘Body Corporate’. When a Private Limited Company has been incorporated you may choose to register a business name from the Limited Company, this method is used when the Directors might like to carry out an additional company activity and keep it under the same guise as the Limited Company or simply to achieve their desired trade name which they may not have been permitted when forming their Limited Company. (Limited Companies have the rights to names where Business Names do not).
For example: Express Company Formations Limited T/A ECF.
The cost of registering a Business Name Application is €109.95 incl Vat and Outlay.
Contact the staff at Express Company Formations and we will register your business name for you over the phone!
Branch Registration
Establishment of an External Company (Branch):
A foreign company may also establish an external company within the State. Any company that so establishes itself must register with the Irish Companies Registration Office (CRO) within 30 days of its establishment in the State. Once the external company has been registered it will be required to file an annual return each year together with the financial statements of the parent company within 30 days from the date they are published in the parent jurisdiction. The external company will also be required to reflect any changes of the parent at branch level, e.g. any changes of directors, share capital etc. (i.e. the external company should mirror the parent at all times).
Contact the staff at Express Company Formations for more details.
UK & NI COMPANY FORMATIONS Express Same Day Service!
If you are looking to register a UK Company Formation or a Northern Ireland Company Formation we can have your company registered that same day!
In the UK only one Director is required to form a company (a Company Secretary is not compulsory) and all the shares can be held by that person or a separate legal entity. The Director / Shareholder does not need to be resident in the UK or Northern Ireland.
To incorporate a UK or NI Company the cost is €350 incl VAT.
Your Company Pack will include the following:
- Certificate of Incorporation
- Minutes of Meeting
- Share Certificate(s)
- 4 Copies of Memorandum and Articles of Association
- Company Seal
