IRISH LIMITED COMPANIES

There are several types of companies in Ireland. According to the New Companies Act 2014, which came into effect on June 1, 2015, the main companies that can be opened in Ireland are:

- LTD (Private Limited Company) *;

- PLC (Public Limited Company);

- DAC (Designated Activity Company);

- LLP (Limited Liability Partnership).

Below we report the salient information of the Limited company, which concerns the majority of customers and is commonly known as LTD or Limited (Private Limited Company and of the other commonly called PLC (Public Limited Company).

So a Limited Company can be "private" or "public". The legal declarations and public information required to a Private Limited Company (LTD) are very few and for this reason its shares can not be sold on the stock exchange, while a Public Limited Company (PLC) must provide more accurate documentation on its progress financial and therefore can sell its shares on the stock exchange. In turn, the Irish Limited are divided into LTD (Limited by Shares), CLG (Limited by Guarantee), and DAC. Most companies, and especially small and medium-sized companies, are 'private' (LTD).

The LLP, on the other hand, is generally chosen by lawyers and accountants, in which the members join in partnership (other information below).

* this can be Limited By Shares (LTD - with share capital), the one to which we refer here, or Limited By Guarantee (CLG - without capital, often used by Charities / ONLUS). Given the limited use of the latter (by Guarantee), we have reported only some information at the end of the page.

LTD or LIMITED (Private Limited Company)

General Characteristics of Private Limited Companies

These are limited liability companies, where liability is limited to paid-in capital. Limited (Ltd) is considered a legal entity distinct from shareholders and directors, therefore, for example, any debts incurred by the company in the course of its business are liabilities of the company itself. This type of company does not have to specify a social object, therefore it can exercise any activity (obviously in the law). A Private Company Limited by Shares is the most common form of company in Ireland as well as in the United Kingdom. Just like a British Limited this can have a single Director and can also be opened with a capital of only 1 Euro. Unlike its English fee, for this type of Irish company the appointment of a Secretary (Secretary) is necessary. The company can have from 1 to 149 shareholders (shareholders / members / shareholders) without the need to hold an Annual Meeting (AGM-Annual General Meeting), in fact it can decide in writing regulations, ordinary and otherwise, by simple majority. The company name must necessarily end with the suffix 'Limited' or 'Teoranta' (or 'LTD', 'LTD.', 'Teo').

Advantages

The advantage of setting up own LTD in Ireland is to start business in one of the few countries where it is still possible to do business alongside Great Britain: just think that Ireland in 2013 was first in Europe, in terms of foreign investments, increased by 30%. To date, the record does not decrease, indeed Ireland aims to become the country with the highest foreign investment in the world, promoting an economic policy based on the progressive reduction of taxes to favor investment and not less important taxation of 12.5% on profits.

The establishment of this type of company can offer multiple benefits to entrepreneurs. Here are some:
 
- very short establishment times: from 2 to 4 days;
- low costs of establishment (no need for a notary);
- unneeded share capital: in Ireland it is possible to set up a company with only one euro;
- simple and efficient management;
- minimum bureaucracy;
- lower profit taxes: Ireland enjoys a 12.5% ax on corporate income;
- tax optimization, including through the possible opening of a secondary office;
- possibility to make personal assets for precautionary purposes to the company Limited;
- possibility of opening a bank account in the name of the company in Ireland or in another EU country, even without the need for physical presence.
 
Furthermore, there is a very interesting possibility: the confidentiality of personal data. In Ireland it is possible to manage a Limited company through a sort of "person or company in charge" (nominee), thus guaranteeing the absence of their data from public registries.

Both the director and  the shareholders may be nominees.

Establishment of an Irish Limited

The establishment of a Limited Company takes place with the filing of all the necessary documentation at the CRO. The actual registration takes place within a very short time, sometimes just one day.

This documentation concerns:

• The name of the company and the registered address;

• At least one director (Director) and a secretary;

• At least one shareholder;

• The "Memorandum of Association" (Constitutive Act);

• "Articles of Association".

With the documentation in good standing the CRO sends the certificate of incorporation, so you can request the assignment of the tax code of the company that will then serve to pay the Corporate Tax, the tax to be paid by limited liability companies in Ireland, set at 12.5%.

Once the company has been registered and the bureaucracy has been completed, the CRO annually requests the annual return of the company (Annual Return), which is used for the determination of taxes.

Name of the Limited For Private Companies Limited by Shares

It is compulsory to have in your name the suffix "Limited" or the Irish equivalent "Teoranta" (often abbreviated as "Ltd", "Ltd." or "Teo").

The name of the Limited cannot:

- Be the same as any other name already registered at the CRO;

- Contain words or expressions 'confidential' unless permission is obtained;

- Implies a connection with the government or local authorities;

- Be offensive.

Address of the Limited Company (Registered Address)

The official communications of the CRO (Irish Chamber of Commerce) and the RITC (Revenue Agency) will be sent to the address of the registered office, known as "Registered Address". It cannot  correspond to the "Business Address". The "Registered Address" is the one that appears in the Public Registers.

Director (Administrator) and Secretary

The company is required to report at least one Director, who will be legally responsible for the company. This cannot be less than 16 years and can not be disqualified from holding this office. The role of Director can be played by all European citizens: no citizenship or residence is required. The Director has the task of ensuring the correct management of the company and may also be a shareholder. Unlike its English fee, for the Irish LTD it is necessary to appoint a Secretary (Secretary), which despite the name is not a simple secretary but is responsible for keeping the company's records. Directors can be "Nominee Directors".

Shareholders

To register a Limited it is necessary to make a 'declaration of capital'. This includes: - defining the number of shares in the company and their total value (share capital); present the names and addresses of all shareholders (may be nominations). While a maximum number of shareholders is not included, each Limited must have a minimum shareholder: we specify that the Director or the Directors may also be shareholders.

A company registered in any State may also be a shareholder. Shareholders may be "Nominee Shareholders".

Memorandum and Articles of Association

The Memorandum of Association is a declaration, drawn up by all the shareholders, with which each one confirms the intention to set up the company and become a member. It is a document that establishes the company name, the place where the registered office is located, the activities that can be carried out and the maximum amount of capital that the Limited can issue. It also contains the shareholder structure and information on Shareholders. It is customary to indicate a general corporate object (General Commercial Trading) that includes most of the most common activities. The Bylaws document the management rules of the company and must be accepted by the Director and the shareholders. It has the regulation of decision-making in society and the role of shareholders in this process. Most companies use a Standard model, but you can modify it or draw up a Statute according to your needs.

Certificate of Incorporation

Once registered the company, the competent authorities issue the Certificate of Incorporation which bears the name and registration number that identifies the Limited, the date of incorporation and the signature of the Registrar of Companies. This confirms the legal existence of the company.

 PLC (Public Limited Company)

Below are only the salient information for the PLC, as it is less required. For more detailed information please contact us.

General and minimum features

These are companies that are listed on the stock exchange, but they do not necessarily have to be listed. Unlike Private Limited Companies there is no restriction on the number of shareholders (owners) and its name must necessarily end with the suffix 'Public Limited Company' or 'PLC'.  A PLC must have:

- Minimum two directors (directors);

- Cannot avoid holding the Annual General Meeting (AGM);

- Minimum 25,000 EUR of paid capital;

DAC (Designated Activity Company)

Below only the salient information for the DAC, being less required. For more detailed information please contact us.

This is a new type of company created under the New Companies Act 2014 and can be used by those wishing to define a specific type of activity in their act constitutive, rather than having the possibility of remaining open to any type of business as for the LTD companies.

It is important to note that the Designated Activity Companies are regulated by section 16 of the New Companies Act 2014, however most of the sections from 1 to 15 are in any case applicable to the DAC, excluding, modifying or implementing only a few provisions mentioned, in fact, in the section 16.

The main features of this type of company are as follows:

• Must have a minimum of two directors (directors). These must be more than 18 years old;

• Unlike the New Limited Companies (LTD), it cannot avoid holding the Annual General Meeting, unless it consists of only one Shareholder;

• It has a memorandum of incorporation that includes a Memorandum & Articles of  Association;

• You can apply for and obtain an exemption from revisions, even as a dormant company;

• At the end of the company name you will have to appear 'Designated Activity Company' or the Irish equivalent 'Cuideachta Ghníomhaíochta Ainmnithe';

• Must have an Authorized Share Capital ( Share Capital) Companies that might be interested in setting up a DAC are those that for legal reasons prefer that the activity granted to it is restricted to a certain scope (for example, 'Joint Venture'), or companies that simply prefer to define the field of activity.

LLP (Limited Liability Partnership)

We report below only the salient information for the LLP, being less required . For more detailed information please do not hesitate to contact us to set up companies in Ireland.

This type of company is rarely used. These consist of at least one General Partner and a Limited Partner. The partnership can not cover more than 20 members and in the event that no more than 10 members are engaged in banking activity. The General Partners (s) are responsible for all the obligations and debts of the company, while the Limited Partners (s) have a limited liability to the amount agreed upon when the Partnership is established. This type of company can be made up of both individuals and companies.

CLG (Company Limited By Guarantee)

Below are only the main information for CLG, as it is less required. For more detailed information please contact us.

This type of company is used for ONLUS, charitable organizations, sports clubs, or asset management companies. A CLG must have a minimum of two directors (directors) and must hold an Annual Meeting (AGM), unless it is a company with sole owner (sole proprietor / single member). This type of company is constituted with two constitutive documents: a Memorandum and an Articles of Association. The company name must end with the suffix "company Limited by Guarantee", however there are exceptions.

Other types Unlimited Companies

This type of company is normally used for low risk activities, the liability of the members is unlimited, but in reality it can be limited to a second level: by setting up limited liability companies as shareholders.

There are three types of Unlimited Companies:

ULC, PULC, PUC. [...] Societas Europaea Company

- SE: The European Company (SE) is a joint-stock company established on the basis of the EU Regulation adopted by all Member States (Council Regulation 2157/2001). The SEs can be set up by merger, as a Holding or a subsidiary, or by conversion from a PLC. Articles 3 and 10 require Member States to consider an SE as a PLC established under the laws of the Member State in which it has its registered office.

For all information on the types of Irish companies or clarifications please contact us. We will be happy to offer our help.