Essential topics covered include:
- Choosing your company name
- Choosing your directors
- Setting up your registered company address
- Deciding how many shares to release
- Your shareholders
- Writing up your companies constitution
- What is company formation?
- Registering your company for tax
- Setting up a bank account
So you want to set up a Limited Company in Ireland.
Nexus Accounting know that with the abundance of information that exists and coupled with all the legal jargon that could confuse even the smartest of business owners, it can be a real challenge to work out who you need to talk to and what you need to know.
So, we have created this simple guide to help set up your Limited Company in Ireland with confidence and security.
If you have any questions or need a quote you can contact our firm here.
What is a Limited Company?
Firstly we need to understand the meaning of a Limited Company.
In its simplest form it is a business where its assets, liabilities and its income are separated legally from the business owner. This is known as limited liability.
So instead of being personally liable for all possible trading losses/debts under a sole trader you are not exposed to this when compared to the business failure of a limited company.
Under a limited liability you are only liable for the assets you have invested into the company.. Banks and suppliers can get around this by insisting on personal guarantees from the business owners. This should be always avoided.
So why don’t more people register their businesses this way? Well, we will be honest with you. There are a few more hoops to jump through before you register a Irish Limited business but that’s what Nexus Accounting are here for.
1. Choosing your company name
This is one of the more fun parts of setting up your company. However, like all things, there are tight parameters you have to stay within. The Companies Registration Office (CRO) is very strict when it comes to naming your company.
- Your chosen name must be completely unique and in no way similar at all to another registered company
- You cannot use words that suggest you are sponsored or endorsed by the state
- You also cannot use words such as ‘University’, ‘Bank’ & ‘Co-Operative’ as these words would require approval from relevant bodies
- You cannot use any words that could be deemed offensive
So in short you couldn’t call your business ‘Scents Away’ if there was a registered company called ‘Cent Away’, even if they are not in similar business fields, because the names are too closely related and not completely distinguishable from one another.
2. Choosing your directors
Now you need to appoint your director/s. Your director will be responsible for managing the company on behalf of the shareholders. In the beginning the directors and shareholders may be one and the same, this is completely alright and fairly common, but once the company has been set up and starts to grow this can be changed.
You will need at least one director. However if you choose to go with just one, you will have to appoint someone different to be the company secretary. The company secretaries role is to file annual tax returns every year and they work closely with the Accountant to ensure all financial records are correct, kept up to date and filed on time so you don‘t incur any late filing fees. If you decide to have more than one director one of your directors can then take on the secretary role.
At least one of your directors must be resident in the European Economic Area (EEA) this now applies to directors residing in the United Kingdom post Brexit as well. If none of your directors are resident within the EEA you must then purchase a Non-EEA Residents Bond before setting up your company in Ireland. For more information on a Non-EEA Residents Bond visit the CRO website.
3. Setting up your registered office address
Now it’s time to set up your official office address for your company. It must be an address that is monitored regularly as this is where all your legal documentation will be going. Due to this it is very common for businesses to register their Accountants as their official office address and it must be a physical address within the Republic of Ireland, so no PO Boxes or virtual addresses.
There are two types of addresses that are usually set up during this phase.
- The Registered Office Address, described as above
- The Trading Address
Your trading address is where most of your business mail, such as invoices, will go. It is possible to not have your physical business premises as your trading address in cases of online businesses or those who work from home who do not wish to have their personal home address available.
€199.00 + vat
Get our Dublin office address as your business registered address for all your business correspondence. This is for 1 year.
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7. What is company formation?
Company formation is the process of getting your company incorporated. It sounds like it would be pretty complicated but it isn’t. To incorporate your company you must:
- Complete Form A1
- Submit a copy of your constitution along with your Form A1
Now although this isn’t an overly complicated step it is one that if there are any mistakes made it can be very difficult and time consuming to correct and as with most things, there will be fees. We offer a variety of company formation services and packages to help you in the formation of your limited company helping you avoid the common mistakes that are made.
Once your company has been incorporated it’s time to order your company seal. Your company seal will have the company name engraved on it and it will be used to seal certain documents such as share transfers and other important company documents.
8. Registering your company for tax
Now that your company is officially incorporated and you have a true Limited company on your hands it’s time to get down to the real nitty gritty of your financials. Registering with Revenue will be at the top of your list now that you are bumping things up a gear.
There are a variety of taxes that you, as a company, may be liable to register for and pay. The following taxes are easy to register for through the Revenue website using a TR2 form.
- Corporation Tax
- Relevant Contracts Tax
To register your company for tax purposes with Revenue you must have your Company Registration Certificate. This is the certificate you receive after your company’s incorporation.
Once your company is registered with Revenue you have to make all filings and payments online through the Revenue Online Service (ROS).
9. Setting up a bank account
To set up a bank account in Ireland for your Limited Company you will need to be able to interact with the bank face to face. Also before being able to set up an account you will need documentations, such as your Company Registration certificate, your company constitution and a copy of your Form A1. So you do have to have your company incorporated before you can consider opening a business bank account.
You will also need to have registered the beneficial owner with the Register of Beneficial Owners (RBO). You have a maximum of 5 months after incorporation to complete this registration.
We know setting up a Limited Company can be overwhelming sometimes and that is what we are here for.
We hope our guide has broken down some of the steps to setting up a Limited Company within Ireland into more manageable and understandable sections but if you still have questions you can schedule a free zoom consultation with us or request a free quote. At Nexus Accounting we are ready to support and guide you through this next exciting chapter of your business.
Are you ready to set up a Limited Company in Ireland?
If you have questions you can schedule a free zoom consultation.