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Company registration in Ireland. Private Limited Liability Company. Service offer

The principal forms of business organization in Ireland are:
• Sole trader;
• Limited partnership;
• Private company limited by shares;
• Company limited by guarantee not having a share capital;
• Company limited by guarantee having a share capital;
• Public company limited by shares;
• Unlimited company;
• Branch of foreign company.
The most popular and common structure is the private limited liability company.

Company incorporation

The following steps are required to incorporate a limited liability company in Ireland:

  • Check and reserve a company name online: a company name can be checked and reserved on the website of the Companies Registration Office. A name can be reserved for up to 28 days.
  • Submit necessary documents to the Companies Registration Office (CRO): A founder may register a company at the Companies Registration Office (CRO) by three methods:
  1. The CORE registration system, in which the papers for incorporation are lodged in print and electronic form. The memorandum and articles of association must be submitted in CRO preapproved format. After the documents are filed, the CORE incorporates the company within 5 working days.
  2. A “Fe Phrainn” system, in which the incorporation documents are submitted to the CRO in a preapproved format. However, documents are submitted in print form only, and the CRO incorporates the company within 10 working days.
  3. An alternate system in which the incorporation documents are submitted to the CRO in print form, but the memorandum and articles of association are not in a preapproved format. In this instance, the CRO incorporates the company in 2 to 4 weeks.
To access the first two systems, the company founder must apply to the CRO for an access number and have the memorandum and articles of association approved in advance. These systems are normally used by professional agencies only

Necessary documents for limited companies:

  • Memorandum and articles of association
  • List of directors, secretaries, and subscribers
  • Statement of authorised and issued share capital and consideration paid
  • Notice of registered office
  • Statement of the main business activities and the address where they will be carried out

For all methods, a CRO Form A1 must be submitted with details of the company name, the first election of directors and secretary, and the subscribers to the memorandum and articles of association; the authorized and issued share capital; and the registered office and the details of the location in the state where company activities are proposed to be undertaken. The memorandum and articles of association signed by the subscribers will also be submitted to the CRO.

  • Obtain a company seal – 1 day: In addition to getting a company seal, the company must make and keep the statutory registers of directors and shareholders.
  • Register for corporation tax, social insurance (PAYE/PRSI) and VAT with the Revenue Commissioners. Upon entering form data into the Commissioners database, the company is immediately registered for PAYE/PRSI. However, VAT registration requires an additional 5–10 working days.
The formation of a new company in Ireland normally takes 2 to 4 weeks.

Major requirements:

Directors

А minimum of 2 directors, one being a resident of a European Economic Area (EEA) member state. Corporate directors are not permitted. Names appear on public record.

Secretary

Every company must have a Secretary. It may be one of the directors of the company. The Secretary can be either an individual or a body corporate.

A person must have requisite knowledge and experience to carry out the functions of secretary. The name of the first secretary must be sent to the CRO with the constitution of the company.

Shareholders

No requirements for their residence, can be individuals or bodies corporate. Names appear on public record. The minimum number of shareholders is 1.

Share capital

Standard authorised share capital is EUR 100 000 divided into 100 000 shares of EUR 1 each;

Minimum issued share capital is 1 share;

Bearer shares and no par value shares are not permitted.

Subsequent administration of the company

Every Irish company is required to maintain proper books of accounts. The company must keep books of accounts for at least 6 years.

Irish companies are also required to disclose details of their accounts at the Annual General Meeting (AGM) and to attach a copy of those accounts to the Annual Return filed with the CRO.

The Companies Act requires directors of all companies to lay the following accounts and reports before the company members at the AGM:

  • a profit and loss account (or an income and expenditure account if the company is not trading for profit)
  • a balance sheet
  • a directors' report
  • an auditor's report

All these documents need to be annexed to the Annual Return of a company on delivery to the CRO (small and medium-sized companies have certain exemptions). In addition, there must be a certificate signed by both director and the secretary that the accounts and reports are true copies of those laid before or to be laid before the company's AGM.

Irish companies are obliged to audit their accounts. However, small companies may be exempt from audit if they meet two of the following conditions:

  • Balance sheet total not exceeding EUR 4.4 million
  • Turnover not exceeding EUR 8.8 million
  • Number of employees not exceeding 50

Every Irish company is required to deliver an Annual Return to the CRO.

The tax return of a company is due within 9 months of the year-end of the company, but not later than on the 21st day of the 9th month after the company’s year-end.

Fees for basic services*

Services
Fees
Incorporation (including preparation and provision of original constitutive documents of the company, share issue documents, and company seal + RARO for the first 6 months)
EUR 5390
Registered Agent and Registered Office for one year + Local Secretary for one year (without compliance fee)
EUR 3350
Local Nominee Director
From USD 3500 / year (depends on volume of work)
Nominee Director (EEA resident) for one year, including one apostilled power of attorney**
USD 990
Second Nominee Director (if necessary)**
USD 470
Preparation and filing of accounts
Depends on time spent by the auditor, nature and scope of operations of the company
Compliance fee. Payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director/shareholder/beneficial owner, except the change to a nominee director/shareholder)
250 (standard rate, includes the check of 1 individual) + 50 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL; + 100 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL; 350 (rate for high-risk companies, includes the check of 1 individual)

*The fees are valid as of November 2021 and may change without prior notice

**Signing fees are charged additionally

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