How to set up a company in Ireland
This essential checklist for setting up a Limited Liability Company in Ireland will guide you through company registration requirements. We know it can be a confusing process when you’re just starting out so follow these steps and ensure your company is set up correctly.
Below we list the legal obligations you have to be aware of before setting up a company. We also provide information on the cost of setting up a limited company in Ireland. If you’d rather not go through the process on your own, talk to our Client Services Team.
What is a Limited Company?
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A Limited Company (LTD) is sometimes called ‘A Private Company Limited by Shares’ and it’s one of the most common types of business structure in Ireland.
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A Limited Company benefits from limited liability, meaning company directors/shareholders are generally only liable for the amount they have invested in the business.
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Companies in Ireland are separate legal entities, which means they can take out loans, enter contracts, and be sued.
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Companies have more compliance requirements than a Sole Trader. So, if you are changing from Sole Trader to Limited Company, or setting up for the first time, you should be aware of your legal obligations.
1. Have at least one director
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. As you start to grow, you can change this through the Companies Registration Office (CRO).
All Irish companies are required to have at least one director who is a resident of an EEA/EU country. If all the company directors are based outside of the EEA/EU, then you must purchase a non-EEA residents bond. Note that this also applies to UK-resident directors wishing to set up a company in Ireland as a non-resident director as the rules changed due to Brexit.
Non-EEA 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.
2. Choose a company secretary
You need to find a separate company secretary if you only have one director. If you have two or more directors, one of them can also act as the company secretary.
The main duty of the company secretary is to take care of the Annual Return Deadline each year. They work with your accountant to ensure that your financial statements are filed on time.
The company secretary plays an important role because filing your Annual Return late can incur fines of up to €1,200 and your financial statements may need to be audited for two years. For peace of mind that your Annual Returns won’t be missed, find out more about our company secretarial service.
3. Have at least one shareholder
The shareholders are the owners of your company. It is common in new businesses for the director and/or company secretary to be the company’s shareholders.
If you are setting up a company with a co-founder, you may have questions about shareholders’ agreements and voting rights but it’s good to note that these are not required when setting up a company in Ireland.
4. Decide how many shares you want to release
Think of shares as pieces of the company you can give away. Therefore, this division of shares determines the legal ownership of the company.
You issue shares when you’re setting up a Limited Liability Company. You can also issue more or transfer shares once the company has been registered.
Types of shares required when setting up a company
Authorised shares
Issued shares
Our recommendation
5. Have a registered office address and business address
- The registered office address is the official, legal address of your company. It must be a physical address located in Ireland and monitored regularly. It is common for this address to be with your Accountant because important notices get sent here. Our registered office address service ensures your company complies with these laws.
- The business address is where your company’s business mail, such as invoices, are sent. This is different from a trading address. For instance, you may not want to show your home address if you’re running an online business or working from home. In this case, you can avail of a business correspondence address for your company. Please note that Revenue will still need to know where exactly your business trades from for tax purposes. If you need a business address in Dublin, we can help.
Check out our Virtual Office in Dublin service where you get both address services at a discounted price.
6. Decide on a company name
When you start thinking 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 carry out name checks and if your proposed name isn’t different enough, your company submission will be returned, delaying 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. A company name check is included in our new Company Formation Ireland Service, so just tell us your proposed company name and we will do the rest!
7. Prepare and sign the incorporation documents
Once you have met the requirements above, you are now ready to incorporate your company. There are 2 options:
- Set up a company online via Companies Online Registration Environment (CORE)
- Outsource to a company formation specialist such as Accountant Online
Outsourcing to a specialist is easy because we are familiar with the whole process so we can guide each step of the way.
8. Order your company seal
So, now that your company is incorporated, you will need to purchase a company seal.
The company seal has the company’s name engraved on it and it is used to seal certain documents. Examples include the transfers of shares and certain documents provided in the articles, company law, contract law, and property law.
9. File the beneficial owner with the Register Of Beneficial Owners (RBO)
All Irish registered companies are required to register their beneficial owner (anyone holding 25% or more of company shares) on the RBO website. You have 5 months after incorporation to complete this registration.
The majority shareholders need to have a Personal Public Service Number (PPSN) to complete the registration. Alternatively, they need to complete a form BEN2. You can outsource this to a company formation specialist like Accountant Online or complete the registration yourself.
If you don’t complete the RBO registration, it is considered a criminal offence and this can result in the imposition of a fine or even conviction. It’s also good to note that many Irish banks also won’t let you set up a bank account until you have completed the RBO registration.
When your company is incorporated, we will complete the RBO filing as part of the Company Secretarial Maintenance service.
10. Register for tax
New companies in Ireland need to complete tax registration before they start trading. This means that before you invoice your clients, you need to be registered for tax with Revenue.
It is a separate process that is usually done by your accountant.
The types of tax you may need to register for include:
- Corporation tax
- Value Added Tax (VAT)
- Relevant Contracts Tax (RCT)
- Employers PAYE
Paying tax and filing tax returns can be a complicated process with strict deadlines and penalties for non-compliance, so for peace of mind, you can outsource this duty to an accountant.
11. Set up a business bank account in Ireland
To open a business bank account in Ireland, one director usually needs to have at least one face-to-face meeting with a bank representative. Alternatively, you can set up an online bank account.
Before you set up a company bank account, you need the company documents – including the original certificate of incorporation, your company constitution, and a copy of the A1 form. This means you can’t set up a bank account until the company is incorporated.
You also need to file your RBO before you can set up a bank account, so talk to us if you need help gathering all these documents.
12. File Annual Returns with the Companies Registration Office (CRO)
When you incorporate your company, you need to file Annual Returns with the CRO, even if you are not trading. Each company has an Annual Return Date that can be checked using the CORE Company Search facility.
The first Annual Return is due 6 months after incorporation and no financial statements are required. Companies have 56 days to complete all the elements of the Annual Return and it’s important to note that there are heavy penalties if missed.
Do you have questions about your compliance requirements for new companies in Ireland? Our team of Client Services members is happy to talk you through the deadlines for new companies.
13. File a Director’s income tax return (Form 11) before 31st October
Proprietary directors are required to file a self-assessed directors’ tax return (Form 11) before the 31st of October every year. Your first directors’ return is due the year following your company’s incorporation. For example, if your company was set up in January 2021, the first director’s return will be due by 31st October 2022. Check out our Company Director Responsibilities post for more information.
This return must be made even if the director only has employer (PAYE) income or the company hasn’t traded at all. This means that you need to file this return even if your company hasn’t made any money yet and if it is missed, you may need to pay penalties and fines which can be tough for any new business owner and put you in a bad cash flow position.
Ready to set up a new Limited Company in Ireland?
If you’ve gotten this far in our checklist and you still have questions, get in touch with us. We’re here to help.
Setting up an Irish Limited Company needn’t be a difficult task. With the right support and resources, your business can be set up within a few days. Our team of professionals is here to help you every step of the way.
Larissa is a Fellow Chartered Accountant (FCA) and is the CEO of Accountant Online, which specialises in company formation, company secretarial, annual accounting services, bookkeeping, tax, and payroll services for micro and small companies in Ireland and the UK.
