Setting Up A Limited Company In Ireland: An Essential Checklist

The first thing you need to do is to appoint a director – you need at least one.

The director is responsible for managing the company on behalf of its shareholders. Usually, in startup companies, the directors and shareholders are the same people as you focus on building the business.

All Irish companies are required to have at least one director who is a resident of an EEA/EU country. However, suppose a company in Ireland has all non-EEA resident directors in Ireland. In that case, you must obtain a non-EEA resident bond called Section 137 Bond. This requirement also applies to UK-resident directors who want to establish a company in Ireland as non-resident directors following the changes in the rules due to Brexit.

Non-EEA/EU resident directors can set up an Irish company without purchasing a bond if at least one director lives in an EEA state, like Ireland. In other words, you need to have two directors, and one of them needs to live within the EEA.

All directors must also have a Personal Public Service (PPS) Number to set up a company in Ireland. You can apply if you do not have one, although it is a long process. Alternatively, you can apply for a Verification Identity Number (VIN) through a Form VIF. A PPS number or VIN is required to set up a company in Ireland.

The shareholders are the owners of your company. It is common in new businesses for the director and company secretary to be the company’s shareholders.

Suppose you are setting up a company with a co-founder. In that case, you may question shareholders’ agreements and voting rights. However, it’s good to note that these are not required when setting up a company in Ireland.

When you think about setting up a Limited Company in Ireland, the company name is probably the first thing you think about. But be aware that the Companies Registration Office (CRO) is strict on company names.

The company name must be unique, distinguishable against other names already registered in Ireland, and follow company name guidelines. 

The Registrar will conduct name checks to ensure your proposed name is unique. Suppose the name is too similar to other names on the company register. If that’s the case, the Registrar will return your application for resubmission with a different name, causing a delay in the company formation process.

It is easier and less time-consuming to outsource company registration to a company formation specialist, such as our team here at Accountant Online. Our Company Formation Ireland Service includes a company name check. You only need to provide us with your proposed company name; we will handle everything else.

All Irish registered companies must register their beneficial owner (anyone holding 25% or more of company shares) on the RBO website. 

You have five months after incorporation to complete this registration.

The majority shareholders must have a Personal Public Service Number (PPSN) to complete the registration. Alternatively, they need to complete a form BEN2.

You can outsource the Registration Of Beneficial Ownership service to a company formation specialist like Accountant Online or complete the registration yourself.

Suppose you don’t complete the RBO registration. In that case, it is considered a criminal offence, which can result in the imposition of a fine or even conviction. It’s also good to note that many Irish banks will only let you set up a bank account once you have completed the RBO registration.

Proprietary directors must file a self-assessed directors’ tax return (also know as the Income Tax Return – Form 11) every year before the 31st of October. 

Your first directors’ return is due the year following your company’s incorporation. For example, suppose your company was incorporated in January 2022. In that case, you must file your first directors’ return by the 31st of October, 2023, the year following your company’s incorporation.

You must file this return, even if the director only earns employer (PAYE) income or the company has not traded. Failing to file this return may result in penalties and fines, which can be challenging for any new business owner and affect your cash flow. Therefore, it is crucial to file this return regardless of your company’s financial situation.

Setting up a company in Ireland can be an exciting endeavour, and knowing the available funding and grants is essential. Organisations such as Enterprise Ireland, Local Enterprise Offices (LEOs), and the Microfinance Ireland Loan Scheme offer various supports. These programs aim to assist new businesses by providing funding, mentorship, and training opportunities. By leveraging these systems, aspiring entrepreneurs can confidently navigate the process and enhance their chances of success in the vibrant Irish business landscape.