Your Ultimate Guide to Setting Up a Limited Company in Ireland

Setting up a limited company in Ireland entails several critical legal steps. These include appointing at least one director, ensuring compliance by appointing a company secretary (mandatory if there’s only one director), having a shareholder, selecting a unique company name, establishing a registered office address in Ireland, and formulating internal governance rules in a constitution. Once these prerequisites are met, Form A1 and the constitution must be submitted to the Companies Registration Office (CRO) for official registration.

The process involves careful preparation of Form A1, outlining details of directors, shareholders, and internal regulations, along with a constitution defining the company’s governance structure. This documentation, along with a €50 registration fee, is submitted to the CRO. The registration typically takes 5-10 working days for completion, after which a certificate of incorporation is issued if all requirements are met.

Professional assistance, such as that provided by specialists like Bradán Accountants, can streamline the process and ensure compliance with the legal framework.

To set up a limited company in Ireland, the key legal requirements are Source: cro.ie:

  • Appoint at least one director – All companies must have at least one director who is an EEA resident. Non-EEA directors require a bond. 
  • Appoint a separate company secretary if there is only one director. The secretary ensures compliance. 
  • Have at least one shareholder who owns shares in the company. The directors often are the shareholders initially. 
  • Choose a unique company name that is sufficiently different from existing names. The CRO checks for this. 
  • Have a registered office address in Ireland where documents can be served. 
  • Prepare a constitution outlining internal governance rules. 
  • Submit Form A1 and constitution to the CRO to officially register the company. 

Registration Process

To register a new limited company in Ireland:

  • Prepare Form A1 with details of directors, secretary, shareholders, share capital etc.
  • Draft a constitution containing internal regulations and governance structure.
  • Submit Form A1 and constitution along with the registration fee of €50 to the CRO. This can be done online through the CRO’s CORE system or by engaging a company formation specialist.  
  • The CRO reviews the documents and issues a certificate of incorporation if everything is in order.
  • The process takes approximately 5-10 working days for the CRO to complete registration.  

Costs of Setting Up a Limited Company

The main costs involved in setting up a limited company in Ireland include:

  • CRO registration fee – €50 for filing Form A1 to register the company. 
  • Company formation fees – €199+VAT is typical if using a specialist like Bradán Accountants. Covers preparation of documents.  
  • Company secretary – €299+VAT per year if outsourcing secretary role. 
  • Registered office – Around €399+VAT per year for registered office services. 
  • Company seal – Required by law, costs approx. €75+VAT. 
  • Annual accounting – From €1,000+VAT per year. Higher if audited accounts required. 
  • Audit – Required where turnover is greater than €12m so most companies are out of the net. Charities and companies with late annual returns have different rules

Documents Required for Registration

The key documents required to register a new limited company in Ireland are:

  • Form A1 – Application form containing company details. 
  • Constitution – Contains internal governance rules. 
  • Director details – Names, addresses, PPSNs. 
  • Company secretary details – Name, address. 
  • Shareholder details – Names, addresses, shareholdings. 
  • Registered office address – Physical address in Ireland. 
  • Share capital details – Number and value of shares. 

Tax Implications

Key tax considerations when setting up a limited company in Ireland:

  • Corporation tax – Tax on company profits. Must register within 30 days of starting to trade. 
  • VAT – Register if turnover exceeds thresholds.  
  • Payroll taxes – PAYE, PRSI and USC must be deducted from employees.  
  • RCT – Withholding tax that applies to certain construction contracts.  
  • Pre-trading expenses – Certain expenses before trading begins can be claimed for tax purposes.  

Ongoing Compliance Requirements

Once registered, key legal and compliance requirements include:

  • Filing annual returns to the CRO within 28 days of the annual return date.  
  • Preparing annual financial statements and filing with CRO.  
  • Holding an Annual General Meeting (AGM) within 18 months of incorporation and annually thereafter.  
  • Maintaining various statutory registers including registers of members, directors, beneficial owners.  
  • Fulfilling director duties – acting in the company’s best interest, avoiding conflicts of interest, disclosing relevant information.  
  • Complying with GDPR if processing personal data.  
  • Paying taxes including corporation tax, VAT, RCT, payroll taxes. Filing annual tax returns.  

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Key Takeaways

  • Legal requirements for setting up a limited company in Ireland include appointing at least one director and company secretary, having at least one shareholder, choosing a company name, having a registered address, and preparing incorporation documents.
  • The registration process involves submitting Form A1 and the company constitution to the Companies Registration Office (CRO). This can be done online or through a company formation specialist.
  • Costs include CRO registration fee (€50), professional fees for company formation/secretarial services (€199+VAT), company seal (€75+VAT), and annual compliance costs like accountancy and auditing.
  • Documents required include Form A1, constitution, shareholder details, director and secretary details, and registered office address.
  • Tax implications include corporation tax, VAT, payroll taxes, RCT, and the need to register with Revenue within 30 days of starting to trade.
  • Ongoing compliance requirements include filing annual returns, accounts, holding AGMs, keeping registers, and fulfilling director duties.

Conclusion

Setting up a limited company in Ireland involves meeting legal requirements around directors, shareholders, company name, registered address and preparing incorporation documents. Costs include CRO fees, professional services, company seal and annual compliance expenses. Ongoing obligations relate to CRO filings, accounts, AGMs, registers and taxes. Seeking professional advice can help ensure full compliance.