The main company types in the Republic of Ireland are: Private Limited Companies (single and multi-member) Unlimited Companies, Companies Limited by Guarantee (with/without share capital) and Public Limited Companies. Private Companies are by far the most popular company type.
A new company can be registered in one to five working days from date of application depending on workloads at the Companies Registration Office (C.R.O), subject to the name being acceptable. Ready Made Companies were abolished in 1999. However, pre-formed companies occasionally become available and can be purchased, generally, at a higher cost than forming a new company.
Prior name approval is not required by the Registrar, and he will only refuse a name if it is identical or almost identical to an existing name, implies State sponsorship or is generally thought to be offensive. Use of certain words such as “bank”, “insurance” and “group” require special permission. Companies wishing to make an objection to a new company name have six months within which to do so. Names may not be “reserved”, as in other jurisdictions.
While names can be checked on your behalf, an absolute guarantee cannot be given. The Registrar of Companies makes the final decision as to whether a name will be permitted and his/her decision is final.
A minimum of two Directors are required for an Irish company (corporate directors are not allowed). One of the Directors may also act as Company Secretary. A corporate Secretary is permissible. The Directors can be any nationality and located anywhere.
However, one Director must be resident (i.e. at least 183 days per annum) in the European Economic Area (EEA). If a company has no EEA resident Directors, then it may enter into a Bond for €25,395. The Bond is arranged by obtaining an insurance policy. Alternatively if the Company can prove that it has a “real and continues link with one or more economic activities in the State” then it may be exempted from the requirement for a resident Director. The Revenue Commissioners decide if there is a “link”.
Only one shareholder is required to form an Irish Private Limited Company. Two shareholders are required for an Unlimited Company, while Public Limited Companies require seven. Companies Limited by Guarantee, Not having a share Capital needs a minimum of seven members.
Bearer shares are not permitted in Irish Private Companies. Shares may be held “In Trust”.
Authorized & Issued Share Capital
The Authorized share capital of a company is an arbitrary figure for the total number of shares that can be issued in a company. In order to avoid having to increase the authorized share capital at a later stage it is usually set at a very high figure such as €1,000,000.
The issued share capital is the shares which have actually been allotted and paid for by the shareholders. Unlike the rest of mainland Europe, there is no large minimum share capital requirement for the formation of an Irish company. Accordingly the minimum issued share capital could be as little as €0.01.