Company Formation in Republic Ireland. Starting Business in Dublin
. If you are considering starting up your own business, becoming self-employed, or even re-locating your business to Ireland, there are many issues you will need to consider. For example, you will require fundamental information regarding forming a company, registering your company, locating and naming your business, employing staff and the taxation, legal and regulatory information that governs every business in Ireland.
What do you know about business planning? Before you think about setting up a business, it is important that you put together a business plan. Business planning may include conducting some market research, finding a location and investigating the various schemes and grants available for research and development and setting up.
Find out how to form a company and register your company for tax purposes. Did you know that the type of company you decide to start up will determine your dealing with the Companies Registration Office? In addition, the type of company you start up will also determine the nature of any memoranda and articles that will need to be drawn up. You will also find useful information regarding the name you choose for your company.
Our procedures and the time required to register your company are also transparent. As noted above, we are registered in the CRO Electronic Filing Incorporation scheme and can normally form your company within 5 working days from the completion of your application. As we follow the progress of your registration, we will advise you if the registration is going to take longer. We prepare the forms, get the required solicitors signatures and file with the CRO; with follow-up as required throughout to ensure the successful set up of your limited company. Limited company registration should not be confused with implying that the company name so registered is "trademarked". The protection and registration of a "trade mark" is a separate legal process. Coddan will be pleased to provide assistance with the registration of a trademark if required. Let us know how we can help.
Choose one of the following packages that will best serve you:
Further information
Start-Up your Business in Republic of Ireland. Online Irish Company Incorporation and Same-Day Limited Company Registration. Incorporate at the Coddan company incorporation agent. Specializing in corporations, LLC, business incorporate and limited liability corporations. Registered And Reserved Company And Business Names, Schemes, Trusts And Non Registered Entities. When you register copyright, you are obtaining real evidence that may greatly help you in the event of a dispute, but it may not be suitable in all cases. Republic of Ireland Registration is particularly important where the work may have commercial value, and it is often strongly recommended in such cases. On the other hand, there are times where copyright does not apply to the work, or may not belong to the person wishing to register. This assessment was designed to determine if copyright applies to your work, and also whether you should register your particular work.
The following questions will take you through the assessment process, and give a recommendation based on your answers for the specific work and circumstances. Readymade Irish limited company formation & Republic of Ireland companies incorporation service, your own limited company formation online using our electronic filing service direct with companies house. Information and advice for starting up a business, Republic of Ireland business start-up advice available includes information for new limited companies. Provides online advice and information on a wide range of issues for both start up and existing businesses. Border Midlands West, Counties Cavan, Donegal, Galway, Leitrim, Longford, Louth, Mayo, Monaghan, Offaly, Roscommon, Sligo and Westmeath. East & South East, Counties Carlow, Kildare, Kilkenny, Laois, Meath, Tipperary, Waterford, Wexford and Wicklow.
South West, Counties Clare, Cork, Kerry and Limerick.
We are a Republic of Ireland, Spain, UK, Delaware and Hong Kong Business Service Firm providing professional services, such as Hong Kong & offshore company formation, auditing, accounting and tax consultancy. We have extensive-experience accountants, lawyers and senior enterprise consultants as our partners. Further we have affiliated offices in Hong Kong, Shanghai & Beijing. England, being an International Finance Centre & a Tax Haven, has the benefits of well-established legal systems and no exchange control. Formation procedures for United Kingdom & offshore companies are simple. There is no need to come to Belfast for company formation or opening of Belfast bank accounts, and the bank accounts can be operated at overseas. We always assist our clients to open bank accounts with a major international bank in UK rather than a small bank in an offshore country.
How to incorporate Irish company, ways to incorporating a company in Republic of Ireland, Irish company incorporated benefits, company incorporation in Republic of Ireland. Coddan provide excellent value Irish company registration services and Belfast company secretarial services, as well as Republic of Ireland company formations. Incorporated company advantages, resident and registered agent service in Republic of Ireland. How to start-up a Limited Company in Glasgow, information and resources. Coddan Irish and English and Scottish company establishment agent is a free online resource written to help individuals understand the process of setting up a limited company. Information company registering in Edinburgh, organize small-business, advice starting up a business. Business start-up advice available, information new business start-ups.
Offering incorporated limited company, registered offices and guarantee companies creation. Setting limited company, start-up small business, establish business Republic of Ireland, open limited company. Online company incorporator, establish private companies, forming company, registering company in Republic of Ireland. Buy ready-made company or shelf company online sailing, aged companies for sale. Incorporated companies, private company incorporator, limited company incorporation online, same day companies incorporating. Border Midlands West, Counties Cavan, Donegal, Galway, Leitrim, Longford, Louth, Mayo, Monaghan, Offaly, Roscommon, Sligo and Westmeath. East & South East, Counties Carlow, Kildare, Kilkenny, Laois, Meath, Tipperary, Waterford, Wexford and Wicklow. South West, Counties Clare, Cork, Kerry and Limerick.
Start your business online, LTD registration, automated business incorporation, company application, company formation, limited company registration (and unlimited company registration) and company formations system for incorporating, applying to register, registering, forming LLP, creating limited partnership, starting or establishing any type, or all types, of companies or shelf company in United Kingdom.
Apply to incorporate, register corporation, form LLC, create limited liability company, start or establish a new UK company or shelf companies using this automated online companies incorporation, registration online. Private company or public company. Any class - company limited by shares, company limited by guarantee, unlimited company or no liability company. Starting a business? Looking to protect your assets? Learn about the benefits of incorporating including asset protection, tax advantages and more. We can assist you to limit your liability by forming a corporation or LLC to operate your business. Ready to form a corporation? Use our convenient online tool to incorporate now, or call toll-free for assistance today. With over 10 years experience, The Company Corporation offers a complete line of products and services for your growing business.
Offshore company incorporation, offshore checking and offshore saving accounts, offshore time deposits, offshore mutual funds, offshore money market accounts and offshore asset protection provided by Coddan. Coddan offer a range of services for business, including company formation, virtual office services, a London mailing address, and company secretarial services. View our full range of services and register a Republic of Ireland business online.
Coddan helps you incorporate your business, form a Limited Liability Company (LLC) or a corporation. Learn about incorporation and how to incorporate your business online! UK company formation agent specializing in company incorporation, company formation and company registration of Republic of Ireland private limited company, limited liability partnership and limited by Guarantee Company. Incorporate or Form an LLC (Limited Liability Company) Online.
Start a Company by Incorporating or Forming an LLC at Coddan. Incorporate today. Incorporation is easy. Coddan - leading provider of Incorporation and Limited Liability Company (LLC) formation services. Coddan offer a range of services for business, including company incorporation, virtual office services, a London mailing address, and company secretarial services, Coddan is a specialist in company incorporation, providing company formation services and name registration. Readymade Irish Limited Company Formation & Offshore Companies incorporation service. We provide online new company formations and off the shelf readymade limited companies. Small Business, Starting Small Business, Startup, Business Start-up Information, Ideas, Business Portal, Small Business Start-up Ideas. Border Midlands West, Counties Cavan, Donegal, Galway, Leitrim, Longford, Louth, Mayo, Monaghan, Offaly, Roscommon, Sligo and Westmeath.
East & South East, Counties Carlow, Kildare, Kilkenny, Laois, Meath, Tipperary, Waterford, Wexford and Wicklow. South West, Counties Clare, Cork, Kerry and Limerick.
This is our most popular package with residents of Republic of Ireland, and includes:
The registration of your private company limited by shares from scratch using your own registered office address, and appoint your own candidates to the roles of directors, secretary, and a shareholder;
The standard capital on formation is €1,000, this is divided into 1,000 ordinary shares valued at €1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The formation of a private limited company usually takes as little as five to seven business days from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The following hard bound copy of corporate documents, will be posted to you upon formation of your company:
A laminated copy of the certificate of incorporation of your company;
Four hard bound copies of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register.
Economy Package
£ 425.00
Annual Maintenance Fee £250.00
This is our most popular package with EU residents, and includes:
The registration your private limited company from scratch using our registered office address in Dublin, and appoint your own candidates to the roles of directors, secretary, and a shareholder;
The standard capital on formation is €1,000, this is divided into 1,000 ordinary shares valued at €1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The formation of a private limited company usually takes as little as five to seven business days from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is also included in the price of this package (our registered office address service is charged annually);
The following hard bound copy of corporate documents, will be posted to you upon formation of your company:
A laminated copy of the certificate of incorporation of your company;
Four hard bound copy of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register.
Premier Package
£ 525.00
Annual Maintenance Fee £350.00
This is another one very popular package for small and medium size businesses, such as those being run by directors from home, and for companies owned by overseas residents who still need a local registered office address but would rather not open local offices;
This package is often chosen by such customers, who are looking to minimise directors' personal liability (and who are not quite familiar with the Republic of Ireland' corporate legislation), because this package includes a provision of a nominee secretary for 12 months. This package is also includes:
The registration your private limited company from scratch using our registered office address in Dublin, and appoint your own candidates to the roles of directors, and a shareholder;
The standard capital on formation is €1,000, this is divided into 1,000 ordinary shares valued at €1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The formation of a private limited company usually takes as little as five to seven business days from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is also included in the price of this package (our registered office address service is charged annually);
The provision of a nominee secretary for 12 months is also included in the price of this package (our nominee secretary service is charged annually);
The following hard bound copy of corporate documents, will be posted to you upon formation of your company:
A laminated copy of the certificate of incorporation of your company;
Four hard bound copy of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register.
Deluxe Package
£ 1,125.00
Annual Maintenance Fee £950.00
The Deluxe business start-up package is our most popular package with international customers, and includes:
Incorporation of your private limited company from scratch using our registered office address in Dublin, our nominee secretary, and our nominee director, we will appoint your own candidates to the role of shareholders;
The standard capital on formation is €1,000, this is divided into 1,000 ordinary shares valued at €1.00 each (it is not required to have all of the shares issued, but a minimum of one share must be issued);
The formation of a private limited company usually takes as little as seven to nine business days from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is also included in the price of this package (our registered office address service is charged annually);
The provision of a nominee secretary for 12 months is also included in the price of this package (our nominee secretary service is charged annually);
The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually);
The following hard bound copy of corporate documents, will be posted to you upon formation of your company:
A laminated copy of the certificate of incorporation of your company;
Four hard bound copy of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register;
The general power of attorney signed by nominee director;
Pre-signed, undated resignation letter from nominee director;
The agreement for the provision of nominee service and indemnification of nominee.
The establishment of a private company in the Republic of Ireland is easy and straightforward. No permission is required to establish a business presence, although there is some regulation of the use of business and trading names. All companies registering in Ireland are required to do so with Companies House and have to submit accounts as well as annual returns. Overseas companies establishing a branch or place of business in Dublin must register and file annual accounts. Companies operating in the financial, defence, oil exploration and other regulated areas may require licences or authorisation to conduct business.
Important Notes
The statutory requirements for a company in the Republic of Ireland dictate that there must be, at minimum: two directors, one secretary, and one shareholder. It is possible for a person to act as both a director and a secretary. The directors and secretary of a company in the Republic of Ireland must be private individuals: they may not be corporate.
If neither of the directors of a company in the Republic of Ireland are residents of the Republic of Ireland, the company is required to pay a bond which must be lodged with a bond company, and which must be renewed every two years.
Coddan offers a resident nominee director service which you can use in order to avoid the obligation of paying a bond.
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Do you want to incorporate a new Limited Company using YOUR OWN Directors, Secretary, Shareholder and Registered Office? We offer help and advice with starting a business, business development, financial planning, raising finance, corporate recovery, payroll, Irish company formations and secretarial services.
Coddan deal with new or existing business ventures in the Republic of Ireland and elsewhere, property deals and private client matters as follows: advice on business structures, their acquisition and disposal, formation of company, partnership, trust or hybrid business structures, offshore director and shareholders services, offshore bank accounts, agreement and statement drafting, advice and representation in personal and business visa and immigration issues, etc. You May Use This Link to Register a New Company in Republic of Ireland: E-Quick Package - £275.00 (incorporation, government taxes and government fees are included)
How Coddan Can Help You? Coddan specialising in incorporation of Private Companies, Companies Limited by Guarantee, Charities, Public Companies, Partnerships, American Corporations (INC) and Limited Liability Companies (LLC) formations. We may offer you non-resident and offshore IBC registration and secretarial service. If required, we can provide a registered office facility (we are offering registered office addresses in London, registered office in Edinburgh and Glasgow, and in Birmingham, resident agent service in 50 States of America), virtual and serviced offices in London, Windsor, Slough, Glasgow, Aberdeen and in Dublin.
If you are selling goods or services, you need to consider forming a company or limited liability partnership for your business activities. What is a limited company? What paper work is required to register an LTD? Do I need an attorney to incorporate a company? Simply call us by phone, by fax or via the Internet and incorporate your business online! We provide a full range of products and services to make your business incorporation process as simple as possible. We also provide services for your needs after companies' incorporation, including our registered address service and of annual return filings. How to Become an Irish LTD Company: Click Here for More Details
The guides in this section will help you take your first steps. They deal with the fundamental things that will crop up for nearly everyone - from before you launch your business to when you have set up and are starting to trade. From registering the business name to checking on zoning, from acquiring a state sales tax license to checking with utility providers, the checklist will help guide you as you enter the world of the entrepreneur.
If you are considering starting up your own business, becoming self-employed, or even re-locating your business to Ireland, there are many issues you will need to consider. For example, you will require fundamental information regarding forming a company, registering your company, locating and naming your business, employing staff and the taxation, legal and regulatory information that governs every business in Ireland.
Find out how to form a company and register your company for tax purposes. Did you know that the type of company you decide to start up will determine your dealing with the Companies Registration Office? In addition, the type of company you start up will also determine the nature of any memoranda and articles that will need to be drawn up. You will also find useful information regarding the name you choose for your company.
Important Note: Section 43 (Non Irish Resident Directors) Bond - required in all cases where a company ceases to have in place an Irish local resident director. The bond once issued remains in force for a period of two years and is renewable thereafter. Bond applications are subject to application, status and underwriting approval. We arrange for the provision of the required Bond in place of these requirements as part of our non-resident directors company formation package.
If starting your own business has always been your dream, then Coddan can help you make that dream a reality. Company establishment or company formations has never been easier. In addition to limited company creation we offer trademark registration, shareholder agreements, 0870 numbers, telephone answering, virtual office, Apostille, Certificates of Good Standing and company searches for limited companies. Upon SPECIAL request, we may provide registered address services across the Republic of Ireland (in any city or town: in Dublin, Cavan, Donegal, Galway, Leitrim, Longford, Louth, Mayo, Monaghan, Offaly, Roscommon, Sligo, Westmeath, Carlow, Kildare, Kilkenny, Laois, Meath, Tipperary, Waterford, Wexford Wicklow, Clare, Cork, Kerry, Limerick) and we may provide you a telephone number with call forwarding from any city and town.
Personal hands-on attention and effective legal solutions. Both start-up and existing businesses face the challenges of changing marketplace conditions, asset protection, and risk management. The experienced business consultants at Coddan know that legally defining the initial formation process protects businesses from financial difficulties and lawsuits. Existing businesses benefit from our sound litigation avoidance and risk management plans. We are limited companies formation specialists providing a comprehensive range of business formation services.
We will professionally incorporate an Irish limited company for you within 5 working days. Coddan offers incorporation and administration of offshore companies, trusts and foundations, we may help you to incorporate Republic of Ireland based real-estate company or real estate agent company, recruitment agency or recruitment bureau company, building and re-building company, entertainment or holding company (all comes with special drafted Memorandum and Articles) or general trading companies (comes with special drafted Memorandum and Articles of Association), etc.
We send your package to you by first class recorded delivery, as part of the service. We also offer Nominee Secretary and Registered Office facilities in addition to company registrations. We will register a new company in the Republic of Ireland with your intended directors, company secretary, registered office and shareholders all in place and recorded at Companies Registrar at the time of registration.
1. Ireland's Corporate Tax Rate of 12.5% is one of the lowest in the world! 2. There is no maximum and no minimum share capital. 3. The length of time that a company may operate is unlimited. 4. A director can be of any nationality. 5. Only one shareholder meeting need be held every year. 6. Only one shareholder is required to form a limited company. 7. A director may also act as the company secretary. 8. Company formation in the Republic of Ireland can cost as little as £275.00. 9. Republic of Ireland companies are formed in as little as five days. 10.Limited companies often benefit from greater prestige than their sole proprietorship or partnership counterparts.
As ancillary services to the formation of Irish companies, we can offer you the following services:
Private Nominee Director - from £600.00 Nominee Company Secretaries - from £100.00 Nominee Shareholders - £100.00 Registered Office in Dublin - £150.00 Maintenance of Statutory Registers and Filing of Annual Returns Preparation of Special Resolutions from £50.00 Bank Introductions from - £250.00 Day-to-day Administration Telephone Answering Post Office Box Computerised Book-Keeping and Production of Periodic Financial Statements Assistance with International Audit Requirements Completion and Filing of Annual Returns from - £90.00 General Power of Attorney Notarial and Apostille Services - from £70.00 International Re-invoicing Services
Services extend beyond full company formation and secretarial services. Our focus is on quality and providing clients with a rigorous approach, to ensure timeliness and excellence in all compliance and legal matters with regard to limited companies.
Nominee Director (Irish Resident): An attorney in the formation country will act as nominee director of the company (to the outside) and transfers all rights and obligations internally to the actual beneficiary (deed of trust). The director does not have any account authority. Only the founder receives a general power of attorney for the company.
Nominee Shareholder: A tax office in the formation country will act as nominee shareholder (to the outside) of the company and transfers all rights and obligations internally to the actual beneficiary.
Nominee Secretary: Irish limited company must have a Company Secretary (Companies Act 1963 section 275 (1)) who will perform a variety of tasks crucial to the smooth running of the company, which includes ensuring that the company's statutory obligations are complied with.
We provide a company secretarial service to ensure that important statutory requirements are fulfilled, leaving the day to day running of the company to the directors. We ensure that all the company's statutory requirements are met, including the filing of the accounts and annual returns (subject to the receipt of all requisite documents). Other secretarial services include:
Change of Memorandum & Articles of Association; Share Agreements & Employment Contracts; Company Restoration & Dissolution; High Court Company Restoration; VAT Application; Business Name Registration; Trade Name Patent Registration; Maintenance of Statutory records on corporate database and on-line filing of all statutory documents; Preparation and Filing of Annual Returns && preparation of AGM (if required); Share Transfers & Allotment; Consolidation and Sub-Division of Shares; Purchase of Shares Out of Capital; Preparation of Minutes of Meetings and Board Resolutions; Declarations of Trust; Power of Attorney; Employee Share Option Trusts; Change Bank signatories; Transfer of company; Company Stationery.
Live Help: Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.
We accept phone orders during normal business hours. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars. If you call and receive voicemail, just leave your name and number, as clearly and as possible, and we will call you back as soon as possible.
Monday - Friday: 9:30am to 17:30pm Saturday: (offices are closed) Sunday: (offices are closed) Holidays: (offices are closed on all recognized UK holidays)
Money and Payment Policy: Coddan accepts all major currencies. We accept Visa, Visa Electron, Visa Purchasing, JCB, MasterCard, Solo, Switch and Delta. We do NOT charge "surcharges" for credit card transactions. If you do not feel comfortable transmitting your credit card number and other information on the Internet, we suggest you place an order online, choose "Credit Card via Phone" as the payment method, and then phone in to give us your credit card number over the phone. We'll charge your credit card manually. Pre-payment with cashier's check or money order is accepted. We accept wire-transfer from anywhere.
After you place your order, details about the wire-transfer process will be e-mailed to you on the second e-mail notification. If you missed that e-mail, please call our toll-free number that's given on the order confirmation. You May Use This Link to Select a Shelf Company: Let Me Check Your List of the Shelf Companies
Republic of Ireland LTD Companies from only £275.00! This is our most popular package with Republic of Ireland residents, and includes: The filing and registration of your company in Dublin, the submission of forms detailing you company's executive officers, the registration of your £1000 authorised share capital, the formation of your company within 5 to 7 working days, payment of legal and initiation fees, and the appointment of your own candidates to the director and secretary roles. Companies House in Dublin is not yet able to incorporate limited companies electronically so we still do that manually. After we receive your payment, we will send you an email containing special forms which you need to print, sign, and return to us. Once we are in possession of your signed forms, we will initiate the formation process of your company with Companies House. You'll receive the following documents upon formation of your company: The original laminated Certificate of Incorporation, a bound copy of the Memorandum and Articles of Association, the minutes of the first director's meeting, share certificates and completed member's register.
THIS PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING:
1. Company Pliers Seal - £20.00. 2. Laminated Hard-copy of the Certificate of Incorporation - included. 3. Laminated Hard-copy of the Certificate of Incorporation, Bound Copies of the Memorandum & Articles, and Combined Company Register - included. 4. Domain Name Registration for two years - £16.00. 5. Provision of the Registered Office Address for 12 months in Dublin - £150.00. 6. Provision of a Nominee Company Secretary for 12 months - £100.00. 7. Certificate of Good Standing - £40.00. 8. Notarisation & Apostille of documents.
If you are incorporating a company limited by guarantee, wish to register company limited by shares or need to form or apply to set-up a public company, or if you wish to buy a ready-made (shelf) company - Coddan can help. Once you have decided on which business entity to incorporate, simply take a few moments to fill out our online order form. We will then draft and file your formation documents with the Companies House to register your business as a Private Limited Company, Non-Profit (or Guarantee Company), Flat Management Company, Public Limited Company, Branch or Subsidiary Company.
If you have any questions about the companies or partnerships incorporation then please E-Mail or call us: 033 0808-0089 or +44 (0) 207.935.5171, fax: +44 207.504.3531.
INCORPORATION OF A COMPANY IN REPUBLIC OF IRELAND
Incorporation of Private Company Limited by Shares: Necessary Documentation. The following documents are required: Memorandum and Articles of Association and Companies Office Registration Form A1. Memorandum and Articles of Association. The Form of Memorandum is set out in Table B of the Companies Act, 1963 and it must be divided into paragraphs and numbered consecutively. The Memorandum and Articles must be printed in accordance with the directions. It must be divided into paragraphs and numbered consecutively. Photocopies are not acceptable.
The Memorandum must be completed as follows: The name of the company must be stated with limited or teoranta as the last word of the name. The objects of the company must be stated. It must state that the liability of the members is limited. It must also indicate the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount. A subscriber to the Memorandum may not take less than one share.
All subscribers must sign the Memorandum; their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated. Each subscriber must write opposite his name the number of shares which he will take. All the subscribers must sign the Articles, their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated.
Regulations for the management of a Private Company Limited by Shares are set out in Table A, Part II, of the Companies Act, 1963. A company that wishes to adopt these Regulations as its Articles, may do so by submitting a document headed in the usual manner and stating that the company wishes to adopt as its Articles, Part II of Table A. These regulations also apply to a Company Limited by Shares registering Articles of its own in so far as its Articles do not exclude or modify the Regulations contained in Table A.
Form A1 Must be Completed as Follows: The Declaration of compliance must be completed by either (a) a solicitor engaged in the formation of the company or (b) a person named as director or secretary of the company. The Companies Capital Duty Statement must be completed and signed. Particulars of directors and secretary must be given. All first names must be set out in full. The home addresses of directors/secretary are required. There are no restrictions on the commencement of business by a private company.
Registering a company with limited liability without including the word "limited" or "teoranta" in the company's name. The word "limited" or "teoranta" may be dropped from the company's name where the objects of the company will be the promotion of commerce, art, science, education, religion or charity. In addition, the company's memorandum or articles of association must state that: (a) the profits of the company (if any) or other income are required to be applied to the promotion of the objects; (b) payment of dividends to its members is prohibited; (c) all assets which would otherwise be available to its members are required to be transferred on its winding up to another company whose objects are the promotion of commerce, art, science, religion or charity. You May Use This Link to Register a New Company Limited by Shares in Republic of Ireland: E-Quick Package - £275.00 (incorporation, government taxes and government fees are included)
Incorporation of a Public Limited Company: Necessary Documentation. The following documents are required for incorporation: Memorandum and Articles of Association and Companies Registration Office Form A1. Memorandum and Articles of Association. The regulations for management of a Public Limited Company are set out in Table A Part 1 of the Companies Act, 1963. The Memorandum and Articles must be typed or printed and must be signed by all subscribers. They must be divided into paragraphs and numbered consecutively. Photocopies are not acceptable. Particulars required in Memorandum: The name of the company with public limited company or cuideachta phoiblí theoranta as the last words of the name.
The initials plc after a UK or Irish company name indicate that it is a public limited company, a type of limited company whose shares may be offered for sale to the public. The designation plc or PLC (either form is acceptable) was introduced in the UK by the Companies Act 1980, and in the Republic of Ireland by the Companies (Amendment) Act 1983. In the Republic of Ireland, the initials "cpt" (for the Irish cuideachta phoibli theoranta) may be used instead, but this is rarely the case. Welsh companies may use the letters "ccc" (for "cwmni cyfyngedig cyhoeddus") in similar fashion. Certain public limited companies incorporated under special legislation are exempt from carrying the letters plc, ccc, or cpt.
When a new company is incorporated in either England and Wales or Scotland, it must be registered with Companies House, which is an Executive Agency of the Department of Trade and Industry. In the Republic of Ireland, the equivalent body is the Companies Registration Office, Ireland. Northern Ireland has a Registrar of Companies as well. Internationally plc status is roughly equivalent to A.G., S.A. and Corporation. While it is not compulsory for a PLC to "float" its shares (some PLCs retain ownership of all their shares, maintaining the PLC designation for the extra financial status) many do, and their shares are usually traded on either the London Stock Exchange or the Alternative Investments Market (AIM). Irish public limited companies usually trade on the Irish Stock Exchange, though many also list on the LSE, or more rarely, the AIM.
Public limited companies are able to obtain more capital than other firms due to the share sales, and banks are more likely to give out loans to them as they have better credit. It must state that the company is to be a Public Limited Company. The objects of the company must be stated. It must state that the liability of the members is limited. The amount of share capital (minimum is €38,092) with which the company proposes to be registered and the division thereof into shares of a fixed amount. Public limited companies have the same essential characteristics as private limited companies, i.e. the liability of members is limited to the amount of nominal capital subscribed, but the key differences are:
Shares in a public limited company are freely transferable; There is no restriction on the number of members but the minimum number is seven; The company must have at least 2 directors and a company secretary, at the same time the secretary may be one of the company directors; a body corporate may act as secretary to another company, but not to itself; Any Irish public limited company incorporated after 18th April 2000 must have at least one Irish resident director or hold a bond to the value of EUR 25,000; The general meeting of the shareholders must be convened at least once a year; A report, including an auditor's report, must be submitted to the Registrar of Companies within 60 days of the date of the general meting; Shares may be issued to the public and may be listed on a stock exchange; Additional reporting and capital requirements apply to such companies.
The word "public" refers not to the listing of the company's shares on a stock exchange, but rather to the facility to issue shares under a general public offering. Any limited company that does not qualify as a private company is deemed to be a public limited company. As with private limited companies, the Memorandum and Articles of Association set out the objects and rules of the company. There is no upper limit on the level of the issued share capital, but a minimum of €38,092.14 of share capital must be issued, of which 25%must be paid up before the company commences trading.
The name of a public limited company must include the letters "plc". The registered office address must be maintained in the Republic of Ireland. It should be noted that it is unlawful to issue any form of prospectus except in compliance with the Companies Acts 1963-2005. In all other respects, public limited companies are similar in nature and form to private limited companies. Documents are processed by CRO in chronological order and are subject to checks. Documents returned for correction are processed according to their date of re-submission to the CRO.
In practice, public limited companies are seldom used by inward investors since the facility to issue shares to the public is generally not of interest to such investors, while the minimum requirements in relation to the number of members and issued share capital can prove unnecessarily burdensome.
Further Information: A subscriber to the Memorandum may not take less than one share. The subscribers must sign the Memorandum. Their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated. Each subscriber must write opposite to his name the number of shares which he will take. The subscribers must sign the Articles, their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated.
Requirement to have a Trading Certificate before Commencement of Trading. Commencement of Trading. A Public Limited Company must not commence any business or exercise any borrowing powers until a certificate entitling it to commence business has been issued by the CRO. Before such a certificate can be issued the company must file Form 70in accordance with Section 6 of the Companies (Amendment) Act, 1983, which confirms that the nominal value of the company's share capital is not less than €38,092 of the company's shares allotted.
Prospectus:
PLC Company Formation Services - Only £395.95! All Inclusive Company Registration. Each public company package includes all statutory paperwork and is fully compliant with company law. All our public companies are general trading companies and can be used to conduct any type of business. A Certificate of Incorporation, and the Memorandum and Articles of Association of your company will be sent to you upon formation of your company. You can appoint your own directors and secretary BEFORE company incorporation. This is absolutely FREE. Our 5-7 days incorporation service enables you to register your company quickly and effortlessly. All government and filing fees are included in the cost of our E-Quick pack. All certificates and documents will be sent directly to you by post immediately following the formation of your company. It will take just 5 minutes to complete the online registration form, then your company could be up and running within 5-7 working days.
THE E-QUICK PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. Company Pliers Seal - £20.00. 2. Laminated Hard-copy of the Certificate of Incorporation - included. 3. Laminated Hard-copy of the Certificate of Incorporation, Bound Copies of the Memorandum & Articles, and Combined Company Register - included. 4. Domain Name Registration for two years - £16.00. 5. Provision of a Registered Office Address for 12 months in Dublin - £150.00. 6. Provision of a Nominee Company Secretary for 12 months - £100.00. 7. Certificate of Good Standing - £40.00. 8. Notarisation & Apostille of Documents.
The word "Prospectus" is defined in Section 2, Companies Act, 1963 as "any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase any shares or debentures of a company". It is unlawful to issue any form of invitation to the public to purchase shares in a company unless it is issued with a prospectus in compliance with the Companies Acts, 1963 - 1999. An offer made to existing holders of shares or debentures is regarded as coming within the scope of this definition if it gives the rights to renounce in favour of other persons, and it is accordingly required to be filed. You May Use This Link to Register a New Public Limited Company in Republic of Ireland: E-Quick Package - £395.95 (incorporation, government taxes and government fees are included)
Incorporation of a Company Limited by Guarantee: Necessary Documentation. The following documents are required for the incorporation of a company limited by guarantee: Memorandum and Articles of Association and Companies Registration Office Form A1. Memorandum and Articles. A Company Limited by Guarantee and not having a share capital is a public company. The form of Memorandum and Articles of Association is set out in Table C of the Companies Act, 1963. All members incorporating the company must sign the Memorandum and Articles. This type of company must have at least 7 members. A Company Limited by Guarantee and having a share capital is a private company. The form of Memorandum and Articles of Association is set out in Table D of the Companies Act, 1963. Each member must sign the Memorandum and Articles. Its number of members cannot exceed fifty.
The Memorandum and Articles must be printed and must be divided into paragraphs and numbered consecutively. Photocopies are not acceptable. A public or private guarantee company must state in its Articles the number of members with which it proposes to be registered. The Memorandum must contain the following: The name of the company with limited or teoranta as the last word of the name. The objects of the company. The liability of the members is limited. A statement that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member, for the payment of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributors among themselves, such amount as may be required, not exceeding a specified amount and subject to a minimum of €1.27.
In the case of a company having a share capital the Memorandum must also state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount. A subscriber to the Memorandum may not take less than one share. The subscribers must sign the Memorandum and Articles; their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated. You May Use This Link to Register a New Company Limited by Guarantee in Republic of Ireland: E-Quick Package - £325.00 (incorporation, government taxes and government fees are included)
Company Incorporation Procedure: Form A1 must be completed as follows: Declaration of compliance must be completed by either (a) a solicitor engaged in the formation of the company or (b) a person named as director or secretary of the company. Particulars of directors and secretary must be given. All first names must be set out in full. The home addresses of directors/secretary are required. It is not necessary to complete the Companies Capital Duty Statement Section. There are no restrictions on the commencement of business.
Requirements following incorporation of a company. Change in place of registers. Those who are entitled to inspect the following records are the members of the company, who may do so without charge, the officers of the company and the general public:
Register of members. The register of members must be kept within the State at the registered office of the company, or any other office of the company at which the work of making it up is done, or if the company arranges with some other person for the making up of the register to be undertaken on behalf of the company by that other person, at the office of that other person at which the work is done.
Register of debenture holders. The register of debenture holders must be kept at the registered office of the company, or any other office of the company at which the work of making it up is done, or if the company arranges with some other person for the making up of the register to be undertaken on behalf of the company by that other person, at the office of that other person at which the work is done.
Register of directors' and secretary's interests in shares and debentures. The register of directors' and secretary's interests in shares and debentures is required to be kept at the same office as the register of members.
Copies of directors' service contracts/memoranda. Copies of directors' service contracts/memoranda must be kept at the registered office, or the place where the register of members is kept if other than the registered office, or at the company's principal place of business.
Notice of change in place. If either the address where the register of members, register of debenture holders, register of directors' and secretary's interests in shares and debentures, or directors' service contracts/memoranda are kept is (a) different to that of the registered office, or (b) being changed to that of the registered office from a different office, or (c) being changed from one address to another address which is not that of the registered office, Form B3 (Available from the Associated Downloads section on this page) must be filed. Any change in place must also be notified to the CRO on this form within 14 days of the event.
Registered office change. Every company is required by law to file a notice of the situation of its registered office in the State. This is the address to which all-official documents, notices, court papers are required to be sent by law. The address must be a physical location, not just a post office box number because people have the right to visit the company's registered office to inspect certain registers and documents and to deliver documents by hand. A company may notify any change in the location of its registered office by sending a completed Form B2 (Available from the Associated Downloads section on this page) to the CRO. This notification ought to be filed within 14 days of the change. It is an offence not to notify the CRO.
Company officer change. Form B10 (Available from the Associated Downloads section on this page) is filed by a company in order to notify the appointment of an officer post-incorporation, the cessation of an officer's appointment (resignation, death, removal, etc.) and to notify the CRO of a change in particulars in relation to an officer e.g. change of name or a new residential address. Form B10 is required to be sent to the CRO within 14 days of the change occurring. Failure to file Form B10 constitutes an offence. The minimum number of directors that a company is required to have is two.
Accordingly, Form B10 will be returned by the CRO to the presenter if no replacement director is notified on Form B10, or where the notification of the termination of a directorship would result in the company having less than the statutory minimum of two numbers of directors. Similarly, where Form B10 notifies the CRO of the cessation of appointment of a secretary, a replacement secretary is required to be notified on the form, having regard to the statutory requirement that every company must have a secretary. Where a person holding the office of secretary/director has died, a person may give notice of this to the CRO on Form B70 (Available from the Associated Downloads section on this page).
An official copy of the death certificate is required to be appended to this form. It should be noted, however, that the primary obligation to notify changes in secretary/directors rests with the company which is obliged to deliver a Form B10; there is no need to file a Form B70 if the company has delivered a Form B10 to the CRO, notifying it as to the termination of appointment of the secretary/director and his/her replacement.
Resolutions. A company can alter its objects and/or articles of association within the limits laid down by the Companies Acts 1963-2001 and certain types of resolutions must be filed in the CRO. These are mainly, special resolutions and certain other resolutions e.g. resolutions which give powers to directors to allot shares under section 20 Companies (Amendment) Act 1983. They must be filed within 15 days of the resolution being passed.
Special/Ordinary resolutions (Forms G1/G2) (Available from the Associated Downloads section on this page) (other than resolutions for change of name), which are presented for filing, must not be handwritten but must be either printed or typed and dated. A current officer of the company per CRO records must sign the resolution. It should be noted that special rules apply where resolutions are passed granting assistance for the purchase of own shares.
Special resolutions for change of name (Form G1Q) (Available from the Associated Downloads section on this page): Special resolutions for change of name must also be printed or typed and dated and the current name of the company must appear as it is written on the certificate of incorporation. No other resolutions should appear on this form. Copy of the revised memorandum and articles of association with the new name must be submitted with the resolution and form.
Resolutions amending the memorandum and/or articles of association of a limited company must be accompanied by an amended text incorporating all changes that might may have occurred since the original memorandum and articles of association were filed up to the current date. A Form B4 (Available from the Associated Downloads section on this page) must also be submitted where a resolution increases share capital. A Form 28 (Available from the Associated Downloads section on this page) must also be submitted where share capital is cancelled (other than by court order), consolidated, sub-divided or redeemed.
The following general requirements also apply: the amended text must be printed or typed. The document must contain the up-to-date text of the memorandum/articles i.e. all changes effected since incorporation of the company must be embodied in the text. Manuscript alterations are not acceptable. The correct numerical sequence of paragraphs must be maintained. No document will be accepted if it is illegible or would be difficult to scan or copy. Photocopied texts are acceptable only if the print is easily legible and is capable of being re-photocopied and scanned satisfactorily.
TYPES OF NEW COMPANIES
Any person may form an incorporated company by subscribing his/her name to a Memorandum of Association and complying with the requirements of the Companies Acts.
Private Company Limited by Shares: The liability is limited to the amount, if any, unpaid on the shares held by its members.
Private Company Limited by Guarantee Having a Share Capital: The liability is limited to the amount the members have undertaken to contribute to the assets of the company in the event of its being wound up, in addition to the amount, if any, unpaid on the shares held by the members. Section 43 Companies (Amendment) (No. 2) Act 1999 states that a company incorporated in the State must have at least one director resident in the State and, in the absence of this prerequisite, must provide for a bond in the sum of £1,600. Section 44of that Act provides that a bond is not required if the company holds a certificate from the Registrar of Companies stating that the company has a real and continuous link with one or more economic activities that are being carried on in the State.
The Registrar will only grant such a certificate on receipt of proof of such a link. A statement from the Revenue Commissioners that the Revenue Commissioners have reasonable grounds to believe that the company has such a link shall be deemed to be such proof.
When is a Director Resident? Subject to one exception, at least one of the company's directors is required to be resident in the State. Pursuant to section 44(8) of the Companies (Amendment) (No.2) Act, 1999, "a person is "resident in the State" at a particular time ("the relevant time") if he or she is present in the State at: any one time or several times in the period of 12 months preceding the relevant time ("the immediate 12 month period") for a period in the aggregate amounting to 183 days or more, or any one time or several times in the immediate 12 month period, and in the period of 12 months preceding the immediate 12 month period ("the previous 12 month period"), for a period (being a period comprising in the aggregate the number of days on which the person is present in the State in the immediate 12 month period and the number of days on which the person is present in the state in the previous 12 month period) in the aggregate amounting to 280 days or more, or that time is in a year of assessment (within the meaning of the Taxes Consolidation Act, 1997), in respect of which the person has made an election under section 819(3) of that Act. For the purposes of these subsections a person is in the State if he is present in the State at the end of the day.
Exemption from the Requirement to Have a Resident Director: The requirement to have at least one resident director dos not apply to any company which for the time being holds a bond, in the prescribed form, in force to the value of €25,395 and which provides that in the event of a failure by the company to pay the whole or part of:
A fine imposed on the company in respect of an offence under the Companies Acts, 1963-1999, committed by it, being an offence which is prosecutable by the Registrar of Companies and A fine imposed on the company in respect of an offence under section 1078 of the Taxes Consolidation Act, 1997 and A penalty which it has been held liable to pay under section 1071 or 1073 of the Taxes Consolidation Act, 1997 There shall become payable under the bond a sum of money (£1,600 ) for the purpose of same being applied in discharge of the whole or part of the company's liability in respect of any such fine or penalty.
Irish Companies Limited by Guarantee from only £325.00! All Inclusive Company Registration. Each company limited by guarantee package includes all statutory paperwork and is fully compliant with company law. A Certificate of Incorporation, and the Memorandum and Articles of Association of your company will be sent to you upon formation of your company. You can appoint your own directors and secretary BEFORE company incorporation. This is absolutely FREE. Our 5-7 working days incorporation service enables you to register your company quickly and effortlessly. All government and filing fees are included in the cost of our E-Quick pack. All certificates and documents will be sent directly to you by post immediately following the formation of your company. It will take just 5 minutes to complete the online registration form, then your company could be up and running within 5-7 working days.
THE E-QUICK PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. Company Pliers Seal - £20.00. 2. Laminated Hard-copy of the Certificate of Incorporation - included. 3. Laminated Hard-copy of the Certificate of Incorporation, Bound Copies of the Memorandum & Articles, and Combined Company Register - included. 4. Domain Name Registration for two years - £16.00. 5. Provision of the Registered Office Address for 12 months in Dublin - £150.00. 6. Provision of a Nominee Company Secretary for 12 months - £100.00. 7. Certificate of Good Standing - £40.00. 8. Notarisation & Apostille of Documents.
The Bond (£1,600): The bond must have a minimum period of validity of 2 years, commencing no earlier than the occurrence of the event giving rise to the requirement for the bond. The surety under the bond must be a member of a class specified in Schedule 2 to the Companies (Amendment) (No.2) Act, 1999 Bonding Order 2000 - that is, a bank, building society, insurance company or credit institution. A certified copy of the bond must be made available by the surety to the CRO.
Unlimited Company - Public or Private: The liability of the members is unlimited.
Public Limited Company: A public limited company is limited by shares. It must have at least seven members and a minimum nominal capital of €38,092.
Public Company Limited by Guarantee and not Having a Share Capital: The liability is limited to the amount its members have undertaken to contribute to the assets of the company, in the event of its being wound up.
Undertakings for Collective Investment in Transferable Securities (UCITS): UCITS are Public Limited Companies formed under EC Regulation and the Companies Acts, 1963 to 1999. Their sole object is collective investment in transferable securities of capital raised from the public and which operate on the principle of risk spreading.
European Economic Interest Groupings (EEIG): The European Economic Interest Groupings (EEIG) are mechanisms through which business within the European Union can engage in cross-border commerce. The purpose of an EEIG is to facilitate or develop the economic activities of its members.
What Constitutes an Activity? A company may not be incorporated and registered unless it appears to the Registrar of Companies that the company, when registered, will carry on an activity in the State. "Activity" means "any activity that a company may be lawfully formed to carry on and includes the holding, acquisition or disposal of property of whatsoever kind".
Accompanying Declaration of Activity: The Form A1 [Registration Form] contains a declaration to be signed by a director or secretary of the company, or the solicitor engaged in the formation of the company. This declaration confirms that one of the purposes for which the company is being formed is the carrying on by it of an activity in the State. This declaration must include the following particulars: the general nature of the activity and the appropriate NACE code classification; (the NACE code is the common basis for statistical classifications of economic activities within the E.C. set out in the Annex to Council Regulation (EEC) No. 3037/90 of 9th October 1990 on the statistical classification of economic activities in the E.C. if the activity cannot be classified under the NACE code, a precise description of the activity. The place or places in the State where it is proposed to carry on the activity (full postal address (es) to be furnished) and the place, whether in the State or not, where the central administration of the company will normally be carried on (again, the full postal address must be furnished).
Two or More Activities: In the event that a company is being formed to carry on two or more activities within the State, the particulars to be furnished in the declaration are those relating to the principal activity which the company is being formed to carry on in the State. The Declaration is made pursuant to the Statutory Declarations Act, 1938, and must be signed before a notary public; a commissioner for oaths, a practising solicitor, or a peace commissioner. Any person who makes a statutory declaration which to his knowledge is false or misleading in any material respect is liable to prosecution in the District Court, and on conviction, will be subjected to a fine and/or imprisonment.
Share Capital and the Euro - Introduction: The changeover to the euro on 1 January 2002 has had practical consequences for all companies which had IR£ share capital immediately prior to that date. Such companies now have share capital which is expressed in euro. For instance, a company with an authorised share capital of IR£100,000 and an issued share capital of IR£2, comprising two £1 shares, now has an authorised share capital of €126,973.81 with an issued share capital of €2,539,4762, comprising two shares having a nominal value of €1,269,738 each.
Most companies will find the redenominated share capital amounts to be inconvenient and will wish to adjust their share capital amounts to round euro amounts. The following notes should answer your queries in relation to adjusting the authorised and issued share capital of your company to convenient euro amounts.
Company documents (such as annual returns) delivered to the CRO post-1 January 2002 must include euro amounts in respect of share capital, and not IR£ figures. It should be clearly understood that the following does not purport to be a legal interpretation of the provisions of the 1998 Act, and that independent legal advice ought to be obtained as to the specifics of any particular situation.
Renominalisation of Share Capital: Expressing share capital figures in convenient amounts. Section 26 Economic and Monetary Union Act 1998 provides mechanisms for companies to renominalise their share capital i.e., to express share capital figures in convenient euro amounts, if redenomination into euro has resulted in inconvenient (i.e. uneven) amounts. Companies may elect to renominalise their share capital during the period up to and including to 30 June 2003. Such adjustments shall not reduce the nominal value of any share to zero.
Renominalisation is effected by amending the company's share capital provisions in its memorandum and articles of association. Please note that it is not possible to deal with the issue by attempting to allot fractions of shares in an effort to provide shareholders with a shareholding that is capable of being expressed as a round euro amount. It is necessary to adjust the amount of authorised and issued share capital by amending the company's memorandum and articles of association.
Renominalisation Resulting in an Increase in Capital: In cases where renominalisation would result in an increase in share capital, an ordinary resolution must be passed by the shareholders (or classes of shareholders, where applicable). A copy of the resolution and amended text of memorandum and articles of association and Form B4 (notice of increase in capital) must be sent to the registrar within 15 days of the passing of the resolution, together with the registration fee of €36.
Section 26(3)- adjustment by increasing the nominal value of shares. A company may by ordinary resolution effect renominalisation of its share capital by altering the memorandum and articles of association to round up the value of each share. This adjustment is subject to there being: (1) An appropriate adjustment in distributable reserves (profits available for distribution) or (2) The introduction of additional capital which is reflected in an increase in the amount of issued share capital.
Renominalisation Resulting in a Decrease in Capital: Section 26(4)- adjustment by decreasing nominal value of shares (This is deemed by section 26(5) not to be a reduction of share capital within the meaning of the Companies Acts 1963-2001). In cases where renominalisation would result in a decrease in share capital, a special resolution of the shareholders is required. This resolution must provide that an amount equal to the decrease will be paid into a fund to be known as the capital conversion reserve fund. The amount transferred must not represent more than 10% of the reduced share capital. A copy of this resolution must be sent to the registrar together with the amended text of the memorandum and articles of association and registration fees. This adjustment (decrease) in value of the shares is subject to: (1) The transfer to a fund, to be known as the capital conversion reserve fund, of an amount equal to the aggregate amount of the reduced capital, and (2) A limit of 10% by which the value of the issued share capital may be decreased.
Capital Conversion Reserve Fund: Any reduction in the capital conversion reserve fund would be deemed a decrease in share capital and section 72 Companies Act 1963. would then apply. Under section 26 Economic and Monetary Union Act 1998, the fund may be applied by the company concerned in paying up unissued shares of that company (other than redeemable shares) to be allotted to shareholders of the company as fully paid up bonus shares.
EXAMPLES OF IRISH COMPANIES USED IN INTERNATIONAL TAX PLANNING
Agency/Nominee Structure: An Irish Company is incorporated to act as an Agent and to carry out trade and transactions on behalf of a Principal Company. This agreement is committed in writing in the form of an agency agreement between both companies. All transactions are presented in the name of the Irish company. The structure consists of a Principal Company and an Agent (Irish Company) with the bulk of profits repatriated to the Principal Company (this would normally be in a tax neutral jurisdiction). By being fully tax resident in Ireland the Agency Company retains it's corporate persona as a bona fide entity for international transactions and the respectability that this confers.
The company would also be allowed register for VAT and make VAT free purchases in Europe. All invoices will be raised in the name of the Irish company.
Income can be received into the Irish company's bank account and remitted directly to the bank account of the Principal Company. The Irish company agrees to represent the Principal Company for a commission, (usually 5%-10% of turnover or profits) or an amount agreed between both parties. The commission chargeable should be transparent and be commercially representative of the work undertaken by the Irish (Agent) Company.
All sales contracts should be concluded outside of Ireland and consequently a non-resident director should be appointed to sign and execute contracts on behalf of the Agent Company. The Agent Company's liability to Irish corporation tax is based on the commission it earns in income (5%-10%) with the remaining balance remitted to the Principal Company.
Irish Domestic/Branch Company: To a large extent Ireland's economy depends upon inward investment and the Irish government has over successive years put in place the above corporate tax regimes which have benefited many international firms which have located their European operations in Ireland. Ireland has an extensive network of Double Taxation Agreements (DTA's) which make the use of either domestic or branch companies attractive in international tax planning.
Where a group has extensive profits the opportunity exists to locate their operations in Ireland and invoke the DTA whereby the profits, with careful planning can be expatriated to the parent company in a tax efficient manner. Coddan can incorporate domestic companies and register branches of foreign companies with the Irish Company Registry.
Recent company amendment bills have been introduced over the past two years and a present requirement of Irish companies is that real commercial activity must take place in Ireland. To assist clients meet these criteria Coddan can provide managed office space in a new fully serviced business park. This is of particular of benefit to companies, which do not want the large outlay of business premises but instead require onsite reception and managed office facilities on flexible terms
IRISH LIMITED COMPANY FORMATION - WHAT MOST PEOPLE ASK ABOUT
Irish Company Formation Services: How many directors must the company have? A minimum of TWO company directors are required. (CORPORATE DIRECTORS ARE NOT ALLOWED) A Director can be of any nationality. One of the company Directors must be "resident" in Ireland. In the absence of a "resident" director a bond in lieu in the sum of £1,600 must be lodged. A "resident" person is one who is present in the State for an aggregate period of 183 days or more each year or the previous year.
Can I Use My Home Address as the Company's Registered Office? Yes. The Registered Office Address of a company is the address for the company that is recorded in the Companies Registration Office. This must be in Ireland. This address may be changed at any time by notifying the relevant authorities at the Companies Registration Office. The trading address of the company may be different from that stated as the registered office. All official correspondence is sent to the registered office. We may offer you a Registered Office address in Dublin for £150.00 per year.
Is the Registered Office Address the Same as the Business Trading Address? The trading address is the address at which the proposed trade or business is actually carried on. In many small to medium sized business concerns and company start-ups, this is one and the same as the registered office address. There is a legislative requirement to state the trading address/place of business activity when applying for registration. The centre of administration of the business is the address at which the overall control of the company is exercised and at which the central administrative functions of the business are carried on. There is a legislative requirement to state the centre of administration of the proposed company when applying for registration.
Who are the Shareholders? The shareholders (often referred to as, "the members") are the actual owners of the company. The minimum number of shareholders is one; the maximum number of shareholders is fifty in the case of a private company. Corporate shareholders are allowed. Two or more people may hold shares jointly.
How is the Company Capital Arranged? The "authorised" share capital of a company is the total number of shares that can be issued in the company. For the purpose of latitude and in order to avoid having to increase the authorised share capital at a later stage we will incorporate the new company with capital of 1,000. The share capital of the company will be expressed in Euro's.
The "issued" or paid up share capital is the shares that have actually been allotted and paid for by the shareholders. Companies Capital Duty of 1% applies on the issue of shares. In the absence of instructions to the contrary all company registrations are completed with the issue of 2 shares of one Euro each.
Can One Person Own All of the Shares? Yes. Proprietors who wish to hold the entire share capital can do so by forming a "Single Member Company".
What About a Company Secretary? Every limited company must have a Company Secretary. One of the Directors may act as the Company Secretary or another person who is not a Director may be appointed as Secretary.
What are the Company's Obligations After Incorporation? Accounts must be prepared each year and filed in the Companies Registration Office. The information given in filed accounts varies with the size of the company. Companies may subject to certain conditions seek to exempt themselves from the requirement to have accounts audited.
An Annual Return must be filed with the Registrar of Companies, together with the appropriate fee. In compliance with the provisions of the Companies (Amendment) (No.2) Act a company failing to file an annual return in respect of any one-year may be struck off the index by the Registrar of Companies.
The First Annual Return (ARD) date in the case of a newly registered private limited company will be six months from the date of registration.
Can Coddan Help with All of the Above? Yes, Coddan upon receipt of you completed application, will check and advise you upon the availability or otherwise of your proposed company name, generate the necessary pre-registration & legal documents required to incorporate your proposed new company and upload these documents to your inbox for printing and signing.
How Long will the Process Take to Complete? Once the properly signed pre-registration documents have been returned to us, Coddan will electronically file and administer to the entire registration process at the Companies Registration Office. The legal process of registering your new company will be completed generally in 5 working days (sometimes a little sooner, depending on volumes at the CRO) after which Coddan guarantee to send your completed company formation package to you within two days by registered post.
Accounts and Directors' Reports: The directors must prepare financial statements, lay them before the shareholders in general meeting and file a copy of the financial statements with the Registrar of Companies within 60 days after the annual general meeting for the financial year to which they relate. The annual general meeting must be held: within 15 months of the previous annual general meeting. Within nine months of the company's year end, and once in every calendar year. Subject to the provision that the first annual general meeting must be held within 18 months of incorporation it is not necessary to hold an annual general meeting in the year of incorporation or in the following year. The accounts must comprise of the following for both the company and the group: A profit and loss account (income statement) covering the financial period. A balance sheet as at the end of the financial period, and notes giving certain supplementary information and disclosures.
The accounts must give a true and fair view of the company's affairs and, subject to certain size criteria, be accompanied by the auditors' report. The audited accounts and a directors' report dealing in general terms with the company's state of affairs and making a number of statutory disclosures must be sent to shareholders at least 21 days before the annual general meeting.
Financial statements must be drawn up according to generally accepted accounting principles in Ireland (GAAP) and in the format described by the Companies Acts. Irish GAAP is synonymous with that of the United Kingdom as the Irish accounting profession works closely with its counterparts in the U.K. in formulating standards.
Books and Records: Companies incorporated under the Companies Acts are required to keep proper accounting records. These must contain the information necessary to disclose with reasonable accuracy, at any time, the company's financial position at that time, and to enable the directors to prepare accounts in compliance with the requirements of the Companies Acts 1963 to 2001. The accounting records must be retained for six years and must record: all sums of money received and expended and the matters in respect of which the receipt and expenditure take place all sales and purchases of goods and the assets and liabilities.
The accounting records must be kept at the company's Registered Office (which must be located in the Republic of Ireland) or at such other place as the directors think fit. The only general law regarding the form in which accounting records are kept is that, if not kept in legible form, they must be capable of being reproduced in a legible form. Computer records are therefore acceptable provided that the company has the ability to print them out in hard copy form.
The Tax System. The Tax Structure: Taxes, in Ireland, are levied primarily by central government. There are also local taxes known as "rates" (based on property values) which are assessed and collected by local and municipal authorities. The care and management of direct taxes such as Income Tax and Corporation Tax, and of indirect taxes such as customs and excise duty and Value Added Tax is entrusted to the Revenue Commissioners. The Revenue Commissioners are appointed by the Taoiseach (Prime Minister). The Department of the Revenue Commissioners is divided into branches, one of which is the Office of the Chief Inspector of Taxes. Inspectors of Taxes are appointed by the Revenue Commissioners and are deployed throughout the country in various tax districts. The principle source of Irish Tax Law is found in the Taxes Consolidation Act of 1997 and Finance Acts introduced at yearly intervals.
Taxes on Business. Corporate Tax System: All companies resident in the State and all non-resident companies, which carry on a trade in the State through a branch or agency, are liable to Corporation Tax. A company, which is tax resident in Ireland, is subject to Corporation Tax on its worldwide income. There is no statutory definition of "resident" but based on precedent case law, the company would be considered to be tax resident in Ireland if it is managed and controlled in Ireland. In practice, a company would be regarded as managed and controlled in Ireland if directors meetings are held in Ireland and major policy decisions affecting the company are taken at those meetings. All companies incorporated in Ireland after 11 February 1999 are regarded as resident in Ireland, with the exception of companies resident in another tax treaty country or actually carrying on a trade in Ireland. A non-resident company is liable to Irish Corporation Tax on profits arising from a business conducted through a branch in Ireland. Taxable profits of a branch are determined in the same manner as for resident companies with a deduction being available in respect of head office expenses that can properly be allocated to the activities of the branch. No withholding tax arises on repatriation of branch profits to the foreign head office.
Rates of Corporation Tax. The standard rate of Corporation Tax on active trading profits is set to fall to 12.5% from 1 January 2003. From the 1 January 2001 a rate of 12.5% applies to trading income of a company where the trading profit does not exceed €254,000 per annum. However, since 1 January 2000, the rate of Corporation Tax applying to non-trading income is 25%. A special rate of 20% for dealing in residential development land applies in respect of company profits arising on or after 1 January 2000.
This special rate of 20% also applies to individuals as well as companies. However, the construction trading profit will be taxed at the standard corporation tax rate currently 16% for the financial year 2002. The 20% rate also applies to profits from certain residential construction operations, which include: the demolition or dismantling of any building or structure on the land; the construction or demolition of any works forming part of the land, being roadworks, water mains, wells, sewers or installations for the purposes of land drainage, or any other operations which are preparatory to residential development on the land other than the laying of foundations for such development.
For subsequent accounting periods, the standard rate of corporation tax will apply to profits from dealing in fully developed residential land while profits from dealing in undeveloped residential land will continue to be taxed at 20%. A rate of 10% introduced originally in 1980 applies to income derived from manufacturing operations; certain projects licensed to operate in the Shannon Airport area; a range of service operations and financial services and other licensed operations in the IFSC in Dublin. The 10% rate of Corporation Tax continues to apply to companies qualifying for that rate, prior to 31 July 1998. In respect of new manufacturing ventures, the 10% rate will expire on 31 December 2002. Thereafter, the 12.5% rate will apply to the majority of trading operations.
The reduced 10% tax rate applies to profits derived from goods manufactured and sold by a company. The term manufacturing includes the subjecting of quantities of materials belonging to another person to process of manufacture within Ireland. In addition, specific activities also qualify for the 10% manufacturing rate: fish produced on a fish farm within the Ireland; repairing of ships carried out within the Ireland; computer services or software development services the work and rendering of which is carried out in Ireland in the course of a service undertaken in respect of which an employment grant was made by the IDA Ireland. Income of Trading Houses. Repair or maintenance of aircraft, aircraft engines or components within Ireland. The production of a film for exhibition to the public in cinemas or on television or for training or documentary purposes. Certain processes are specifically excluded as being regarded as manufacturing such as dividing, purifying, and drying any material acquired in bulk, applying methods of preservation, pasteurisation or maturation of foodstuffs.
Value Added Tax: Ireland introduced Value Added Tax legislation with the VAT Act of 1972. Subsequent amendments to that legislation including several Finance Acts reflected the establishment of the single market within the European Union and the issue of VAT Directives by the EU Council. The most important directives are 6th, 7th and 8th VAT Directives and the 2nd Simplification Directive.
Value Added Tax is chargeable on the supply of goods and services within Ireland by a taxable person in the course or furtherance of any business carried out by him and on goods imported into Ireland. Taxable persons (i.e. VAT registered entities) account for VAT on any supplies made and are allowed credit against any liability arising for tax borne on business purchases and other inputs as evidenced by correctly prepared VAT invoices. Taxable persons must be registered with the Revenue Commissioners for VAT purposes. In general VAT returns are filed bi-monthly e.g. January/February, March/April etc. The taxable person must make a return to the Revenue Commissioners and pay any VAT due being the difference between the output tax for which he is accountable on his sales for the period and the input tax incurred on any purchases for the period. The Revenue Commissioners may authorise certain VAT registered persons to make an annual VAT return and to pay their VAT on an annual basis.
Tax Relief. The main VAT rates applied in Ireland are the zero, 12.5% and 21% rates.
12.5% Rate. The major items attracting 12.5% rate include: hotel, holiday accommodation and restaurant meals; brochures, periodicals and newspapers; general agricultural and veterinary services; electricity, fuel for power and heating; admissions to cinema and property.
21% Rate. All goods and services which do not fall into the above categories and are not exempt activities.
Exempt Activities. The major items specifically exempt from VAT are: admission to sporting events; medical, dental and optical services; certain childcare services and educational services; transport of passengers and their baggage; insurance services, certain banking and stock exchange activities.
Persons who make only exempt supplies are not allowed to register for VAT. VAT is not charged on exempt supplies and therefore the VAT charged on the inputs of a person making exempt supplies cannot be reclaimed and represents a real business cost. In certain circumstances supplies made outside Ireland or made otherwise than in the course of a business are outside the scope of Value Added Tax. Short-term lettings (less than 10 years) are also exempt from VAT, but a waiver of exemption can result in entitlement to reclaim input credits as well as an obligation to charge VAT at 21%.
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This is our most popular package with residents of Republic of Ireland, and includes:
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Any person may form an incorporated company by subscribing his/her name to a Memorandum of Association and complying with the requirements of the Companies Acts. 
