Company Formation Guide

The LTD Structure

The vast majority of new commercial enterprises in Ireland are incorporated as a Private Company Limited by Shares (LTD) under the Companies Act 2014. Key features include:

• Limited liability for shareholders.
• Can have a single director (provided there is a separate company secretary).
• No requirement for an authorized share capital.
• Can have between 1 and 149 shareholders.
• Can dispense with holding a physical Annual General Meeting (AGM) if all shareholders agree.

The Incorporation Process

Incorporation is managed by the Companies Registration Office (CRO). The standard timeline is 3-5 working days from submission of correct documentation.

1. Choose a Company Name: The name must be unique and distinguishable from existing names on the register. It cannot be offensive or imply state sponsorship.
2. Identify Officers: You need at least one Director and one Company Secretary. (If there is only one director, they cannot also be the secretary).
3. Satisfy the EEA Director Requirement: At least one director must be resident in a European Economic Area (EEA) member state. If not, a Section 137 Non-Resident Director Bond must be secured. Read the Director Guide.
4. Establish a Registered Office: A physical address in the Republic of Ireland where official CRO and Revenue correspondence will be sent.
5. Draft the Constitution: For an LTD, this is a single-document constitution governing internal regulations. Most companies use a standard template aligned with the Companies Act.
6. File Form A1: The primary incorporation form, filed electronically via the CRO CORE portal, declaring the intended officers, registered office, and subscriber details.

Post-Incorporation: Revenue Registration

Once incorporated and the Certificate of Incorporation is issued, the company must register for taxes with the Revenue Commissioners via the Revenue Online Service (ROS). This typically involves:

• Corporation Tax (CT)
• Value Added Tax (VAT) - Mandatory if turnover exceeds €40,000 for services or €80,000 for goods.
• Employer PAYE/PRSI - If employing staff or paying director salaries.