When you plan to open an Irish company, it is important to choose the right company type for your venture. The following are the main Irish companies types:
Private Company Limited by Shares (LTD)
The shares in an Irish Private Company Limited by Shares are owned by its shareholders. A shareholder’s liability is limited to the number of shares that they own. The company is a separate legal entity and, therefore, is separate and distinct from those who run it. Only the actual company can be sued for its obligations and can sue to enforce its rights. The members’ liability, if the company is wound up, is limited to the amount unpaid on the shares they hold. The maximum number of shareholders is 149 in a LTD. Unlike any other Irish company, an LTD can have a single director but in this situation must appoint a separate secretary. When a private limited company has only a single shareholder, this is known as a Single Member Company. A small/medium sized company need only file abridged audited accounts, showing a limited amount of information, at the Companies Registration Office (CRO). The Audit Exemption can be availed of if turnover is less than €8,300,000. An Annual Return must be filed every year with the Company Registrations Office regardless of whether the company has traded or not.
Designated Activity Company (DAC)
A Designated Activity Companies has a constitution document which includes a memorandum and articles of association. It has limited liability and has a share capital or is a private company limited by guarantee. It must have at least two directors and all directors must be over the age of eighteen. The name of the company must end in “Designated Activity Company” or “Cuideachta Ghníomhaíochta Ainmnithe” unless exempted. It can claim eligibility for audit exemption and dormant company audit exemption.
Company Limited by Guarantee (CLG)
A Company Limited by Guarantee not having a Share Capital is a public company with a minimum of seven members. The members’ liability is limited to the amount they have undertaken to contribute to the company, in the event it is wound up, not exceeding the amount specified in the memorandum. If a guarantee company does not have a share capital, the members are not required to buy any shares in the company. This format is often used by many charitable and professional bodies.
A Company Limited by Guarantee having a Share Capital is a private company and the maximum number of members is 99. The members have liability under two situations; the amount, if any, that is unpaid on the shares they hold, and the amount they have undertaken to contribute to the assets of the company, in the event that it is wound up.
Setting up a properly structured Irish branch company can allow international clients to benefit from a secure legal framework, less bureaucracy and access to the EU market. Many huge global companies have chosen Ireland as a corporate home in Europe. Any company registered elsewhere in the world can open an Irish branch. The name of the parent company will be registered, or it can elect to use a local branch name similar to the ‘Mother’ company name. The Irish company register will also state the date of incorporation of the parent company. Trading as an established company can hold advantages when compared to starting a new Irish company. The following information is needed for a branch registration:
- A copy of the foreign company’s Memorandum and Articles of association or a similar constitution under apostille
- A copy of the certificate of incorporation
- A list of directors
- The names and addresses of a person who is resident in Ireland authorised to accept on behalf of the company
- Service of process of any notices to be served on the company
- Address of the company’s branch in Ireland (we can provide this service)
Depending on the country of incorporation of the parent company these documents must be either authenticated or apostilled. If the company documents are not in English or Irish an additional notarised translation is required.
Read about incorporating a company in Ireland.
Public Limited Company (PLC)
A Public Limited Company is usually set up when the company intends to get itself publicly listed on the Stock Exchange. This is so that the company can offer its shares out to the general public. A PLC can have an unlimited number of shareholders but must have a minimum of 7. Their liability is limited to the amount, if any, unpaid on shares held by them. The nominal value of the company’s allotted share capital must not be less than €38,092.14, at least 25% of which must be fully paid up before the company commences business or exercises any borrowing powers. Stocks in PLC’s are freely transferable and can be bought and sold quickly.
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Limited Partnership Company (LP)
Unlike, a LTD company, a Limited Partnership is not a separate legal entity from its owners. The Limited Partnerships Act is one of the oldest legal frameworks in Ireland. The legislation specifies that two or more natural persons or corporate bodies can form a limited partnership. A LP must consist of one general partner and one or more limited partners and must not exceed 20 persons.
The general partner has unlimited liability for the LP Company’s debts and responsibilities, while the limited partner’s liability will be limited to the extent of their capital contributions. The general has managerial rights over the company while limited partner(s) do not have this right.
Please Note: The general partner must be a resident of the Republic of Ireland and the limited partner may be a foreign resident.
Many people starting out in businesses choose to register as a sole trader instead of a limited company because it is relatively inexpensive and easy to set up. We can assist you to register your business name with the Companies Registration Office (CRO) but it is important to note that there is no protection over a Sole Trader’s business name. Only limited companies can register a business name that prevents others from using the same name. Sole traders do not have limited liability as the business is not considered a separate legal entity from those operating it.
Please note: To register as a Sole Trader in Ireland you must be a resident of the Republic of Ireland.