What is a Company?
Think of a company as another entity, almost as if it is a completely separate person. While people might run a company, the company is not them, nor are they the company.
The company is a separate legal entity in that it must file its own income tax returns, it incurs its own debts and it makes its own income. It’s important to understand that the debts of the company are not the debts of the owner. If the company is wound up though, then the liability for any company debts can fall to the shareholders. The amount is usually related to the size of their share in the company (or really the number of shares that they hold). In an Unlimited company, there is no limit on the liability of the members, meaning that the shareholders could end up responsible for all of the company debts.
Up to this point we’ve referred to the owners of a company, the owners of the company are effectively the shareholders. The shareholders own the company and the directors take responsibility for the daily running of the company. If you want to form a company, then depending on the company type you will need at least one Director and a separate Secretary for a Limited Company (LTD), whereas other various company structures would require at least two Directors, one of which can act as the Company Secretary.
Different Types of Companies
Another important point is that depending on the company type there will be different types of liabilities to the shareholders. For example, we mentioned above the idea of being limited by shares. This means that the member’s liability is related to the number of shares they have in the company. A company may be limited by guarantee though (CLG’s), this means that while the members might not have had to buy shares in the set up of the company, (or in becoming shareholders), they are guaranteeing that they will contribute a certain amount to the assets of the company if its wound up. The maximum amount that members are liable for is specified in the company memorandum. We say that a company like this has members rather than shareholders because nobody had to buy shares in the set up of the company. This type of company is often used by charitable organisations because they don’t require an initial investment from shareholders, or rather don’t want members to have to outlay in order to set up the company.
In general in Ireland, the most commonly formed companies are Limited companies (LTD’s), Designated Activity Companies (DAC’s) and Unlimited Companies (ULC’s) and Companies Limited by Guarantee (CLG’s).
Registering a Company
The Companies Registration Office (CRO) in Ireland is responsible for the registration of all Irish companies. The CRO will record the company information in their repository and keep it on file as essentially the legal record of the existence of your company. They also keep on file the list of legally registered business names, more commonly known as Sole Traders or Partnerships.
Limited companies have the rights to names so the CRO may refuse your chosen name on the grounds that it is the same or very similar to an existing company listed on the Register, however, Business Names do not have the rights to names so you are permitted to register the same Business Name as other ones currently listed on the Register. Other examples of rejectable company names include those that are offensive and those that suggest state sponsorship.
The Company constitution
The company constitution lists the conditions required for the company to be granted incorporation. It includes information relating to the company, such as its name and the type of company that it is. The constitution also includes the rules for how the company will be run and how it will carry out its business.
It is important to note at this point that these documents and processes are only the method by which the company name is registered with the CRO so as to be legally incorporated and listed in their repository. The company also has other setup and operational responsibilities, such as to Revenue.
Express Company Formations can do all of this for you
At Express Company Formations our purpose is to make company registration as seamless and painless as possible.
We have used our experience in company formations and company law to refine the process of forming and registering a company in Ireland so as to help you get that whole process done reliably and as quickly as possible so that you can get on with business and running your new company.
We have created a complete “For your own Business/Company” package which includes everything you need for starting out your new business. Our simple online form takes you through the basic information we need in order to set up your company, and then we’ll take it from there!
Once that’s done and as soon as we receive your Certificate of Incorporation from the Registrar of Companies we will forward to you the following in your company pack;
- Certificate of Incorporation
- Share Transfer Forms
- Share Certificates
- Minutes of the Directors First Meeting
- Letter of Resignation from our Nominee Directors
- Letter of Resolution for the appropriate Directors
- Companies Registration Office Form B10
- 4 Copies of the Constitution
- Combined Company Register
- Company Seal
All you need to do is look forward to running your new company and don’t worry as ECF will be with you until the process is complete!