Before you register a company in Ireland you need to know the following:
a) Directors and Company Secretary
Normally a company must have at least one director who is resident in a member state of the European Economic Area (EEA).
The EEA consists of the 28 member states of the EU, (Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom ), plus Iceland, Liechtenstein and Norway.
The requirement to have at least one director resident in a member State of the EEA does not apply to any company who puts a Bond in place before the company is incorporated. This Bond is required to be renewed every two years.
b) Registered Office
The company will also require a Registered Office address in the State where all correspondence from the Revenue Commissioners (Revenue) and the Companies Registration Office (CRO) will be sent. This does not necessarily have to be the business address of the company.
c) Company Type and Shareholder(s)
There are several types of companies but the main companies used are:
1. Private Company Limited by Shares
These companies have one or more directors and a company secretary and they also may have two or more shareholders. If the company chooses to have only one director then the company secretary will have to be a separate person or entity.
2. Designated Activity Company Limited by Shares
These companies have at least two directors and a company secretary who may be one of the directors. They may also only have one or more shareholders.
d) Company Formation
To form a company a draft Form A1 and Constitution containing all the details of the company including company name, director(s), secretary, shareholder(s) must be drafted and signed by the directors, secretary and shareholder(s) of the company. This is then submitted to the CRO to incorporate the company. Once the application has been received by the CRO, the company will be incorporated within 3 to 5 working days guaranteed if filed by a Registered Agent.
e) Company Name
The CRO may refuse a name, if:
- It is identical or similar to a name already appearing on the Register of Companies
- It is too generic eg. ‘Business Consultants Limited’
- It is offensive
- It would suggest State sponsorship
It is advisable that the company name is informally preapproved with the CRO before the formation application is submitted for registration to ensure all goes smoothly.
f) After Incorporation
After the company is formed you will normally receive:
- The Certificate of Incorporation
- A copy of the Constitution
- Minutes of the first Directors Meeting
- Share Certificate(s)
- Notifications of Directors’ interests
- Completed Company Register
- Company Seal