A Private Company Limited by Shares "(LTD)" is the most common form of company in Ireland. Other limited companies include the Designated Activity Company (limited by shares or limited by guarantee) "(DAC)", the Public Limited Company "(PLC)" and the Company Limited by Guarantee"(CLG)".
The first step in setting up a limited company in Ireland is to consider the various types of company and establish the most suitable form for your business. The members of all types of limited companies have access to limited liability but each type may have advantages and disadvantages to contemplate depending on your business. Availing of advice from a firm that specialises in company formation and administration is recommended.
Once the most suitable form of Company has been selected, there are several key decisions to be made:-
- Company Name – The name of the company cannot be the same or too similar to a name that is already on the Register; it is advisable to ensure that it does not conflict with a business name or trademark; it must not be offensive and the guidelines surrounding the use of certain words should be reviewed. It is important to carefully consider the name because if the Companies Registration Office declines the name, then the entire application for incorporation will be rejected.
- Registered Office – All Companies must have a registered office address which will be publicly displayed on the Register of Companies. The address must be within Ireland and it is where correspondence from the Companies Registration Office as well as all formal legal notices for the company will be delivered.
- Company Officers – The LTD company may have a sole director but all other company types must have a minimum of 2 directors. All companies must appoint a company secretary. The company secretary may be a corporate entity but directors must be natural persons. It is possible for a director to act as the company secretary on the condition that he/she is not the sole director.
- Constitution – The Companies Act 2014 sets out the requirements for each type of company's constitution. This is the governing document of the company and it is recommended that the advice of a firm that specialises in company formation and administration is sought when drafting this document.
- Shares – All companies will have a member or members. The companies which are limited by shares will have a share capital. Depending on your business and the ownership structure, you may consider the creation and issue of several types of shares with different rights.
- Incorporation – When the name, registered office, company officers, form of constitution and share rights have been decided, it is possible to complete, sign and file the statutory forms to incorporate the company. The forms, constitution and filing fee must be delivered to the Companies Registration Office. A company formation and administration agent can assist in this process. If approved, the Companies Registration Office will issue a certificate of Incorporation by email.
Following incorporation, there are numerous matters to be attended to and the services of a company secretarial agent can be beneficial. For example:-
- The company must ensure that disclosures on its letterhead and website are sufficient;
- Adequate books and records must be maintained;
- Tax registrations and filings may be required;
- Board meetings and Annual General Meetings should be held;
- Statutory filings are required on an annual basis as well as in certain circumstances; and
- The company must be managed in line with the constitution and the legislation.
Incorporating a company can be a critical decision and should be well planned. The above is a quick guide and is not intended to be exhaustive; subsequently, you may wish to consider additional factors when incorporating. Pearse Trust can assist you in the entire process from deciding on a company type to attending to annual compliance.