Beginners Guide to Forming a Company
Great! You’ve decided to set up your own business. Where do you start? Firstly you’ll need to decide on the following…
First things first, what are you going to call your company? You can have any name you like as long as nobody else has already registered a company with the same name. To protect your name (and avoid confusion) the Companies Registration Office (CRO) won’t allow you to incorporate a company with a name that they deem similar to an existing name. This protects everybody-including you!
Directors are the people who are appointed to run and manage the day to day affairs of the company, on behalf of the owners of the company. They may or may not be shareholders/members of the company themselves.
At least one of the directors must be EEA Resident (the EEA being the countries of the EU plus Iceland, Liechtenstein and Norway), otherwise an insurance policy, known as a S137 Bond must be be put in place.
A Private Company Limited By Shares (LTD) must have at least One Director and a separate Company Secretary. The Company Secretary can be a natural person or another company and can be located in Ireland or elsewhere.
Other company types must have at least two directors, one of which may also act as the Company Secretary.
All Directors and Company Secretaries must be at least 18 years of age.
Persons who have been Disqualified may not act as a Director. Persons who have been Restricted may be appointed, provided certain minimum share capital requirements are met.
Persons Disqualified outside of Ireland may act, provided certain notifications are made
Shareholders are the people who own the company. They can be, and frequently are, also the Directors. A shareholder can be a ‘natural’ person or another company and they can be located either in Ireland or outside.
Okay, on this one you need THREE addresses which can all be at the same if you wish.
You need to set out an address to be the Company’s official Registered Office – which can NOT be P.O. Box, and must be in the Rep. of Ireland
A Trading Address and an Address of Central Administration are also required. The Trading Address must be in the Rep. of Ireland.
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What kind of Company can I form?
Click on the tabs below to find out more about the kind of companies you can form.
This is, by far, the most common type of company to form for people starting a business. The liability of the owners is limited to the amount of share capital contributed by them to the company. A limited by shares company can have between 1 and 149 shareholders and must have a minimum of two directors. – except for LTD type, which can have a sole Director provided there is a separate Company Secretary.
CFI can arrange incorporation in just one to five working days, and that is guaranteed.
A Designated Activity Company, as the name suggests is one which will have a specific purpose stated in it’s Constitution.
This differs from the more common LTD type which does not have any limit on the activities which it can engage in.
Designated Activity Companies have been used in the following circumstances:
• Where two separate parties come together in a Joint Venture and want no ambiguity as to the purpose of the new company
• International company promoters , particularly from Europe, sometimes have a strong preference for this company type as it is more familiar to them.
• Companies which are formed for the purposes of engaging in certain re-structuring such as Share for Share exchanges or Share for Undertaking exchanges
Companies that are used as part of certain tax planning e.g. S481 Film relief.
This type of company is favoured by groups of people coming together for a common purpose (usually non-commercial) and who wish to have the protection of limited liability. This would include for example Charities, Residents Associations, Apartment Management, Sports Clubs etc.
The Multi Unit Development Act, 2011 was passed in April 2011 imposing new regulations for owner management companies for residential and mixed unit developments.
This type of company is established in order to become the owner of the common areas of a multi-unit development and to manage them on an on-going basis.
Because, in the event of an insolvent liquidation, recourse to the shareholders in respect of any liabilities owed by the company which the company has failed to discharge, these companies are rarely used for trading purposes.
Certain Unlimited companies do not have to file their accounts in the Companies Registration Office.
Unlimited companies may be Private or Public
An Unlimited Company requires TWO Directors
An Unlimited Company may now have a single shareholder, since the introduction of the Companies Act, 2014.
It may allot its shares to the public at large provided it has issued a Prospectus, which is in compliance with the Companies Act 2014.
The nominal value of a PLC’s allotted share capital must be at least €25,000, of which a minimum of 25% must be fully paid up before the company commences business or exercises any borrowing powers.
A PLC must have two Directors.
A PLC may have single shareholder
UK Companies are very quick to form and, upon payment of an addition fee, be incorporated on a same day basis.
UK Companies need only one person to act as a Director and be the sole shareholders. Appointment of a Company Secretary is optional.
Directors/shareholders do not need to be resident in the UK.
However, companies must have a Registered Office which is located within the UK. (We can provide, if required)
UK Companies file their Annual Returns and Accounts at different times.
CFI can arrange the incorporation of a new company in any EU country, the USA, Australia and New Zealand. Formations requirements may vary from country to country as does incorporation time and cost.
When a company is required immediately we can provide you with a pre-existing company which has already been registered with the CRO.
Ownership of the company can be transferred on the day we take your instructions. This allows you to use the company name in contracts, leases and tenders etc.
Businesses located outside of the Rep. of Ireland which do not wish to operate here through an Irish company may choose to register a Branch.
A (general) partnership is where a minimum of two persons come together to conduct business with a view to making a profit. It must consist of at least two persons and there is normally a maximum of 20.
A partnership can be made up of natural persons and bodies corporate. However, It is not a separate legal entity – that is to say, a partnership has no ‘legal personality, separate and distinct from the various partners which comprise the partnership.
The Limited Partnership Act 1907 facilitates the creation of a partnership in which some members have limited liability for the debts of the firm. Their liability is limited to the extent of their contribution. As with a general partnership, a limited partnership is not a separate legal entity.
A limited partnership must consist of at least one general partner and one limited partner.
The general partner(s) is/are liable for all the debts and obligations of the firm. For this reason the General Partner(s) is/are usually a company with limited liability.
The limited partners contribute a stated amount of capital and are not liable for the debts of the partnership beyond the amount contributed.
• Partnerships (General)
• Companies Limited By Guarantee HAVING a share capital
• Public Unlimited Company
• Public Unlimited Company without a share capital
• Societas Europaea
• ‘Joint Stock’ Companies
• Investment Companies