Ireland: Ireland - Company Incorporation

Last Updated: 8 July 2014
Article by George Schizas

The principal features of an Irish company are:

  • A minimum of two directors are required one of whom must be resident in the EEA.
  • The company secretary can be either an individual or corporate body and does not need to be resident in Ireland.
  • The company must have a real and substantive presence in Ireland and not merely a local registered office.
  • The company must at the time of incorporation classify the principal activity of the company using the NACE classification for its economic activities. Irish law states that all limited companies must have an official company seal.
  • Shares must be denominated in Euros (€'s). Once you have decided on the name of your new company please go to our order form.

Company Name

This is the name of your business. There are restrictions, the main one being that it must be unique.

Registered Office

This is the official address of your business where all official documents are served. This does not have to be your trading address but it must be located in Ireland; residential addresses are permitted.

Company Directors

Irish companies require at least two individual directors both over the age of 18.

Each is required to provide their first and last (family) name, residential address, dates of birth, nationality, occupation and details of any other directorships.

It is further required that one director is a permanent resident of the European Economic Area.

Company Secretary

Irish companies are required to have a company secretary who has the legal duty of filing all required documents and accounts. This may be an individual in which case their residential address is required, or a Corporate Body in which case the name and registered office address is required. 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.

Company Name

This is the name of your business. There are restrictions, the main one being that it must be unique.

Principle Activities

The company's purpose must be outlined in its memorandum and articles of association and given the corresponding NACE code. We do this for you; we just need to know the purpose of your company.

Share Capital

Under Irish law there may be only one initial shareholder.

Nominal and Issued Share Capital

The nominal share capital of a company is the potential amount of shares that a company has available for future 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 Acts' 1963-2012.

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.

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.

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.

Annual Returns

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.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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