Company Administration in Ireland
Ireland Key points
- Time – 2-3 days to incorporate your company
- Directors – one director is required for your limited company
- Director – one director must be resident in the EEA
- Shareholders – only one shareholder required
- Share Capital – the share capital requirement is only €100
- Tax – exemption from Corporation Tax for 3 years on taxable profits less than €320,000
- Support – using our 20 years experience we guide you throughout every step of the company formation process
We have an affiliated agent in Ireland dedicated to incorporating Irish Companies enabling us to offer all administration services, supporting the incorporation and the maintenance of your company.
Irish companies require a minimum of one individual over the age of 18 to act as director. At least one of the directors is required to be a permanent resident of a country in the European Economic Area.
If a European director is not possible, we can arrange for a bond to be deposited with the Irish government on your behalf. Our agent in Ireland can provide all the necessary administrative services and company secretarial services.
Irish companies are required to have a company secretary who has the legal duty of filing all required documents and accounts ensuring that the Companies Act 2014 are complied with. The Company Secretary may be an individual in which case their personal details are required, or a Corporation in which case details provided of its name and their registered office address
The company secretary has the responsibility to file an annual return and carry out other functions that may be within the Memorandum & Articles of Association. A Company Secretary has a duty of care to the shareholders/subscribers.
If you do not have a director resident in Ireland we strongly recommend that our Ireland agent be appointed company secretary. The incorporation documents require a statutory declaration which is required to be carried out in the State. As an officer of the company we can carry out this requirement without the need for one of the directors to travel to Ireland.
The share capital of a company is the potential amount of shares that a company has available for distribution. The issued share capital is the amount of shares that a company has issued out of its potential nominal share capital. In the case of most domestic Irish companies the company registration agent will initially issue one hundred shares, with an individual nominal value of €1 each.
Memorandum and Articles of Association
The Memorandum of Association of a company sets out what the company may do which traditionally was very extensive allowing for future flexibility. The recent introduction of NACE Codes has limited this flexibility. The Articles of Association are part of the company’s constitution laying down how a company is to be governed. The Directors have to act within the Articles. Here the rights and duties of shareholders are set out.
A standard set of the Articles of Association with appropriate amendments and alterations are provided within the Companies Act 2014.
Annual and Extraordinary General Meetings
These are meetings held by the shareholders to either review the performance of the board of directors (if different from themselves) or assist them take major decisions. In simple terms, all companies have Annual General Meetings (AGM’s) to review such things as a company’s annual accounts and related matters. Extraordinary General Meetings (EGM’s) as the name suggests can be called at any time of the year when there is a matter of sufficient gravity. It should be remembered that at all times the ultimate control will rest with the shareholders, unless they/it is/are the same as the directors, day to day executive decisions remain the domain of the board of directors.
Special and Ordinary resolutions
Changes can be made and/or meetings called by the shareholder(s) provided the applicable majority exists. In the case of ‘ordinary’ resolutions which generally deal with day to day and/or matters of lesser importance, a simple majority is all that is normally required. In the case of ‘special’ resolutions, which tend to deal with structural and matters of greater importance, majorities of either two thirds or three quarters are the norm depending on the particular Memorandum and Articles of Association used.
The Registered Office
This is the address where your company is officially located and where all legal documents are served. It does not have to be the address where the business is carried out and is in fact very often the address of a company’s solicitor/accountant or the company’s registration agent. Who provides your registered office address is very important since they will receive all documents from both the Revenue Commissioners and the Companies Registration Office and should be capable of advising and or dealing with such official correspondence. The Registered Office Address is where all documents relating to a legal action should first be submitted. We can provide this service.
Procedure to incorporate
Submission of memorandum and articles of association, together with a Form A1 detailing the first directors, secretary, share capital, principal activity and NACE code and details of the registered office.
The company’s purpose must be outlined in its Memorandum and Articles of Association and given a corresponding NACE code. We will do this for you, we just need to know the business activities of your company.
Time scale to incorporate
2-3 days from submission to the registry in Dublin.
Compliance – authorised and issued share capital
There is no capital duty payable on the authorised capital or initial issued share capital. There is no maximum authorised capital. The minimum issued capital is two shares of par value or in the case of a single member company, one share.
The minimum number of shareholders required is one.
Every Irish company, whether trading or not, is obliged to file an annual return each year at the Companies Registration Office. The first annual return becomes due for filing with the Companies Registration Office 6 months after incorporation. Accounts must be annexed to the second and subsequent annual returns.