The centre of registration for companies in Ireland is the Companies Registration Office which has two offices, at Parnell House, 14 Parnell Square, Dublin 1, and at a new office at O’Brien Road, Carlow, Co. Carlow.
The CRO’s main functions are the incorporation of companies, the registration of business names, the registration of companies post incorporation documentation, such as accounts etc., enforcement prosecution and striking off of companies from the Register of Companies, and also the provision of information to the public. The Companies Office website is www.cro.ie.
There are two basic types of company, a private company and a public company. The majority of companies registered in Ireland are private companies and traditionally the majority of those have only one or two members. Every company must have at least two Directors, even though it may have as few as one member or shareholder.
There are four types of private company;
I. A private company limited by share capital.
II. A single member private company limited by capital or shares.
III. An unlimited company (with unlimited liability).
IV. A guaranteed limited company with share capital.
There are four types of public company, which generally are floated on the stock market, and are suitable only for large ventures or ventures of high commercial value. The requirements under the Companies Acts are far more onerous and indeed costly, and thus these vehicles are only suitable for certain projects;
1. Public limited company.
II. Public unlimited company.
III. Share company without share capital.
IV. Societas Europaea.
The most common company as described above is the limited company. The shares in the limited company are owned by the shareholders, the members. If the company is insolvent and must be wound up, the shareholder’s liability is only limited to the amount, if any, remaining unpaid on the shares held by them. A company is a separate legal entity and has the right to own property, sue, to be sued, to owe debts, and is separate and distinct from the shareholders and/or directors who run and operate the company.
In order to form a company, the following documents together with a registration fee must be sent to the Companies Registration Office. The registration fee for a limited company is at present €100.00 and the standard form is the Form A1. These must also be accompanied by a Memorandum and Articles of Association, which sets out the conditions upon which the company is granted incorporation. It must deal with certain matters, such as the name and purpose of the company (objects) and if it is a company with limited liability, that must also be clearly stated. The Articles of Association sets out the rules under which the company will regulate its affairs. Articles must be registered by a company limited by Guarantee and having a share capital or an unlimited company. Articles must be printed and divided into paragraphs and numbered consecutively. They can deal with all matters including such mundane things as the format of meetings, the mode of calling meetings, practice of the Chairman, and such matters. A company limited by shares or a guarantee company not having a share capital may register Articles with the Companies Office. The 1963 Act sets out model Memorandum and Articles in its Schedule, and if no Articles are adopted, it is taken that the Articles in the relevant Table of the 1963 Act apply.
The Company must have an Object or Objects Clause. This sets out the purpose for which the company has been established together with any ancillary purposes which would be subsidiary to the main business of the company. It is advisable that this be drafted by a Solicitor to ensure that problems do not arise with this in the future. A company may not act outside its Objects, or ultra vires. To do so is illegal, and may deem the transaction void or voidable. We will of course be happy to assist and advise you in respect of this aspect.
The Form A1 must contain certain information as follows;
- The name of each of the proposed Directors.
- The address of each of the Directors.
- The name and address of the shareholders (if different).
- The proposed company name (it is always advisable to search to see if a company of similar name has been incorporated in Ireland already, as if so the name will not be available for you to use. A search can be carried out on the Companies Office website for this purpose).
- The proposed registered office of the company.
- The details of the company Secretary, including name, address (any maiden name).
- Date of birth of each of the Directors.
- Confirmation that the Directors are resident in the EEA.
- Occupation of the Directors.
- Nationality of the Directors.
- Details of any other directorships they may hold, including the name of the company, the place of incorporation of the company, and the company number.
- The number of issued shares in the company.
The registered office should be kept up to date in so far as possible, as this is the address to which the Companies Office, Revenue Commissioners, and other State Bodies will send correspondence.
At least one of the Directors must be resident within the EEA, but this can be circumvented where a Bond in the amount of approximately €25,000.00 is entered into by the company.
There are restrictions on certain people becoming Company Directors, and these are specified in the Companies Acts. Included in these are another company, an undischarged bankrupt, an auditor, somebody of unsound mind, a person disqualified by the High Court, a person convicted on indictment , or if the appointment will cause the person to exceed their allowed maximum of twenty-five companies, as introduced by the 1999 Companies Amendment Act.
The company must carry on an activity within the State, this means that it must be a purpose that a company may lawfully be formed to carry on and includes a holding acquisition or disposal of property of whatever kind.
When the documents are sent to the Companies Office, it usually takes approximately 10 to 15 working days in order for the company number to be issued.
We can provide you with a copy of the receipt and a letter confirming that the application has been lodged, which most bank managers will accept for the purposes of opening bank accounts and for the company to begin trading.
Please do not hesitate to contact us for more information