Set Up Your Company.

When you are choosing your company name you must choose a name that is unique and that is clearly distinguishable from other Companies. The use of certain words such as “bank”, “insurance”, and “group” require special permission and company names which are considered offensive or imply State Sponsorship are also refused. Non-descriptive words such as “services”, “developments”, “solutions”, “Ireland”, “International”, and “holdings” are not considered distinguishing from other companies and are therefore discounted. 

Our Company Formations Experts will also advise you on the proposed company names and as a part of our service we will also check these with CRO to ensure that your chosen name is acceptable by companes Resistration office.

Our Basic Packageis €89.00 for company Setup in Ireland.

There are several different types of Company structure to choose from when setting up a company in Ireland. A Private Company Limited by Shares or Limited Liability Company is the most common form of incorporation for people to start their business but there are other types of company to choose from.

The types of companies that you can set up in Ireland are:

• Company Limited by Shares (LTD)

• Designated Activity Company (DAC)

• Unlimited Company

• Limited Liability Partnership (LP)

• Company Limited by Guarantee (CLG)

• Public Limited Company (PLC)

A company that is outside of Ireland can also register a Branch of their existing company in Ireland, and we can assist with this structure if this is your preference.

For more information on the legal structuring of your business, please don’t hesitate to contact the experts at info@setupyourcompany.ie

Before the Companies Act 2014, Private Limited Company in Ireland had “Memorandum and Articles of Association.” The word “Constitution" under the Companies Act 2014 replaces the term - "Memorandum and Articles of Association". Under the 2014 Act, a Private company limited by shares (LTD Company) under Part 2 of the Act, does not have a memorandum (i.e. no set objects stated). 

All other types, such as a Company Limited by Guarantee (CLG), continue to have both a memorandum of association and articles of association both terms are generally used within the document as they have a Memorandum and Articles within their constitution.

A Constitution sets out the rules governing a company. It also defines the relationship between the company, shareholders, director(s) and other officers of the company. 

As long as the Constitution does not conflict with the Companies Act 2014 or any subsequent amendments, it represents a binding agreement between the company and its shareholders and officers. This is an important legal document that has to be taken into consideration when registering a new company. 

A constitution should be filed with the Companies Registration Office (CRO) on incorporation and when a new Constitution is adopted, or a change has been made, a resolution of shareholders must be passed and copy filed with the Companies Registration Office (CRO) for it to take effect.

You will still need to select a “NACE” code prior to incorporation. A “NACE” is an industrial activity classification used for government statistical purposes; it does not define the activities that your company will engage in, if you decide to change the activities of your company after a number of years trading doing one activity you do not have to change your NACE code. Please provide us with an outline your company’s precise activities we will do the rest.

The Registered Office address is the official address of your company and must be located in the Republic of Ireland. Correspondence from the Companies Registration Office (CRO) and other official correspondence will be posted to this address. The Companies Act 2014 stipulates that all Irish companies should have a registered office address within the Republic of Ireland, your company’s registered address must be a physical location, and this must be an actual address and cannot be a P.O box.

The trading address of the Company can be different from its registered office. 

Call us or email info@setupyourcompany.ie to get more details

The Directors of a Company are the people who are appointed to run and manage the Company on behalf of the owners of the Company – the Shareholder(s). 

Limited Company in Ireland may have one director if desired, but the Company must appoint a separate Company Secretary. The following information must be provided for the proposed directors to proceed with the formation of an Irish company:



• Full Name
• Nationality
• Usual residential Address
• Date of Birth
• Business Occupation
• Names of other Companies that the individual is a director of

At least one of the proposed Directors of the company must be Resident within the European Economic Area (EEA). If a company has no EEA-resident director, the company can apply for a ‘Section 137 Non-Resident Director’s Bond’ and we can arrange this for you. 

Alternatively, if the company can prove that it has a “real and continuous link with one or more economic activities in the State” then it may be exempted from the requirement for an EEA resident director.

The initial application has to be made to the Revenue Commissioners and in the past we noticed that successful applicants usually have a history of making tax returns with the Revenue Commissioners. 

It should be noted that Directors have a number of legal duties and obligations imposed by the Companies Acts 2014. Directors must agree on incorporation that they understand these obligations and they are a minimum of 18 years of age.

An Irish Company must have a Company Secretary who is responsible for ensuring that statutory obligations are met with, such as maintaining the books of the company, and ensuring Annual Returns are filed on time. 

The company secretary can be one of the Directors, a separate individual or a Corporate Entity. In the situation where a company has a single director, a separate Company Secretary must be appointed.

Our Company can act as your company secretary if you require this service for a price of €219.00 /year. (price excl. VAT)

Authorised Share Capital

The authorised share capital is the maximum amount of shares that a company is permitted to issue under its Constitution without needing further approval from its shareholders.

We generally recommend an authorised share capital of €100,000, divided into 100,000 shares of €1 each. This provides flexibility for the company to issue shares in the future, for example, if new shareholders are introduced.

The authorised share capital is a limit on the number of shares the company can issue. It is not the amount of money you need to invest in the company.

If the company wishes to issue shares beyond its authorised share capital, it will generally need to obtain shareholder approval to increase that limit.

Issued Share Capital

The issued share capital is the number of shares that the company has actually issued to its shareholders. These shares represent the ownership of the company.

For most new companies, we recommend issuing 100 ordinary shares of €1 each, giving the company an issued share capital of €100.

The shares can be divided between the shareholders in whatever proportions are agreed, for example:

• 50 shares each for two shareholders (50% ownership each).
• 90 shares for one shareholder and 10 for another (90% and 10% ownership).
• 100 shares to one shareholder (100% ownership).

Shareholders are generally required to pay the company the amount due on the shares issued to them, depending on whether the shares are issued as fully paid or partly paid.

We can advise on the appropriate share structure when setting up your company, particularly where there are multiple shareholders or plans to introduce investors in the future.

The Shareholders are the owners of the company. The number of shares that are issued should be divided in a manner that reflects the proportionate ownership of the company. The details that we require are:

• 
  Full name
• Residential Address
• Amount of shares that are proposed to be held in the shareholder’s name.

When your company is incorporated, we will Prepare, and Issue the Share Certificates of your Company.

Section 137 of The Companies Act 2014 (section 43 under the old Act) states that an Irish Company should have one Director who is resident in the European Economic Area (EEA), or a Bond must be taken out. The Section 137 Non-Resident Directors Bond exempts companies from the requirement to have a Director who is resident in the EEA or alternatively the Company can apply for a real and continuous link. 

Bond insures the company for a sum of €25,000. The bond must have a minimum period of validity of two years, and this should be put in place on incorporation or when your EEA resident director resigns. 

It is important to note that having the bond in place does not replace or act as a Director of the company – It merely exempts the requirement of at least one director being resident in the EU or EEA. If the company has not appointed a EU/EEA resident director by the time it lapses in 2 years then it has to be renewed for another 2 years and every two years thereafter. An exemption may be applied for should be company be creating significant employment after two years and a letter from the Revenue Commissioners confirming a significant economic link is required to avail of the exemption.

Set up Your Company can arrange the Section 137 Revenue Bond for you. The total fee payable for the bond is €1,700 incl vat and covers a period of two years. Please note once the Bond is issued it is non-refundable.