There are many different types of company in Ireland, chief among them being the Private Company Limited by Shares (Ltd), a Designated Activity Company (DAC) and Company Limited by Guarantee (CLG). Lesser used company forms include the Public Limited Company (PLC) and the Unlimited Company (UL).
Private Company Limited by Shares (Ltd)
A private company limited by shares (Ltd) was introduced by the Companies Act 2014 and replaces the previous Limited Liability Company. It is the most used company type for private affairs and commercial arrangements. It has a simple form Constitution, which replaced the Memorandum & Articles of Association, which set out the company's governing rules. Member's liability is limited to the amount, if any, that is outstanding on the shares they hold in the company. The company is a separate legal entity and, therefore, is separate and distinct from its owners. Only the actual company can be sued for its obligations and can sue to enforce its rights.
The Ltd can have only one director and also needs a secretary, who cannot be the same person as the director, where there is only one director. They must have a minimum of one shareholder and a maximum of 149 shareholders/members and can avail of filing abridged audited accounts, showing a limited amount of information, at the Companies Registration Office (CRO), depending on the size of the company. There is also an option to avail of an Audit Exemption provided the criteria for audit exemption are met. It is still necessary to file an Annual Return every year with the CRO. It can pass both special and ordinary majority written resolutions. It may also dispense with the requirement for holding an Annual General Meeting (AGM) if all members entitled to attend and vote to pass a unanimous written resolution that acknowledges receipt of the financial statements, resolves all such matters as would have been resolved at the AGM and confirms that there is no change in the appointment of the auditors (if any appointed). The name of the company must end in "Limited (Ltd) " or "Teoranta (Teo)".
Designated Activity Company (DAC)
The DAC is a new form of company under the Companies Act 2014. There are two types: a private company limited by shares or a private company limited by guarantee having a share capital.
They have a Constitution document which includes a memorandum and articles of association. Its activities are limited to a specific purpose as set out in its memorandum of association and it must have at least two directors. A DAC cannot dispense with the requirements to hold an AGM unless it has only one shareholder/member. A DAC can pass both special and ordinary majority written resolutions. Like the Ltd above, it can file and obtain audit exemption and dormant company audit exemption provided the criteria for audit exemption are met. The name of the company must end in "Designated Activity Company (DAC)" or "Cuideachta Ghníomhaíochta Ainmnithe (CGA)" unless exempted. Private limited companies that are trading as credit institutions or insurance undertakings are required to register as DACs.
It has limited liability and has a share capital or is a private company limited by guarantee with a share capital.
Company Limited by Guarantee (CLG)
A CLG company does not have a Share Capital and may have a minimum of one member. The members' liability is limited to the amount they have undertaken to contribute to the company, in the event it is wound up, not exceeding the amount specified in the memorandum. As a CLG does not have a share capital, the members are not required to buy any shares in the company. This format is often used by charities, trade associations, societies, sports and social clubs, non-profit organisations and residential management companies. The name of the company must, unless exempted, end in "Company Limited by Guarantee (CLG)" or "Cuideachta faoi Theorainn Rathaiochta (CTR)".
Its activities are limited to its objects as set out in its memorandum of association.
A CLG has a Constitution which includes a Memorandum & Articles of Association. It must have at least two directors and can apply for audit exemption and dormant company audit exemption, provided the criteria for audit exemption are met.
Public Limited Company (PLC)
A PLC is set up when the company intends to be listed on a stock exchange to offer its shares to the general public. A PLC can have an unlimited number of shareholders/members but must have a minimum of one. Their liability is limited to the amount, if any, unpaid on shares held by them.
A PLC has a Constitution document that includes a memorandum and articles of association and is not eligible for audit exemption or dormant company audit exemption.
A PLC must have a minimum of two directors and cannot dispense with the holding of an AGM. It must have a minimum issued share capital of €25,000, at least 25% of which must be fully paid up before the company commences business, and the name of the company must end with "Public Limited Company (PLC)" or "'Cuideachta Phoiblí Teoranta (CPT)".
An Unlimited Company can be either Private or Public. A public unlimited company can have a share capital (PUC) or have no share capital (PULC). A private unlimited company must have a share capital (ULC).
An Unlimited Company has a Constitution which includes a Memorandum & Articles of Association. It has unlimited liability and must have a minimum of two directors. The name of the company must end in "Unlimited Company (UC)" or "Cuideachta Neamhtheoranta (CN)". Public unlimited companies cannot claim eligibility for audit exemption or dormant company audit exemption.
Every company, other than an LTD, must have at least two directors and a secretary, who may be one of the directors. Additionally, there is a requirement to have at least one director resident in a member state of the European Economic Area or have a surety bond to the value of €25,000, or neither if the Irish Registrar of Companies issues a certificate that the company has a real and continuous link with one or more economic activities in Ireland.
A Constitution is required for the formation of a company. It consists, in all cases other than an LTD, of a memorandum of association, which sets out the company's objectives and the articles of association which regulates the manner in which the affairs of the company are to be conducted.
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