1. Why form a Limited
Company?
A company is a separate legal entity which is formed to facilitate
the carrying on of business or to hold property or other assets.
ORDER YOUR LIMITED COMPANY ONLINE NOW!
2. Should I form a company now to
protect a name for future use?
Yes, particularly if you have a desire to protect a favoured
company name. This will also secure registration of your chosen
domain name with the IEDR (Irish Domain Registry) in order
to purchase your .ie internet address, if available.
3. Must my company start trading immediately?
No, but a simple annual return and nil accounts statement
will be required each year to preserve the company’s
status.
4. How many directors must my company
have?
A Director can be of any nationality and every company is required to have at least two directors.
However since 12th July 2009, section 10 of the Companies Amendment Act 2009, states one director must
be a resident in a "Member State of the EEA" (European Economic Area). Prior to this, the Act
required that at least one of the directors be resident of Ireland. However, it is not necessary for the directors to hold shares and be
members of their company.
A "resident" person is one who is present in a "Member State of the EEA" for an aggregate period of 183 days or more each year
or in the previous year. The EEA consists of the 27 member states of the EU, (Austria, Belgium, Bulgaria, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden, United Kingdom, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia, Slovenia and Romania), plus Iceland, Liechtenstein and Norway.
5. Indicate to me some of the responsibilities
and duties of my directors?
Directors have specific duties and responsibilities including:
• Ensuring correct management of the enterprise,
• Arranging the preparation of annual accounts, and
as appropriate, the audit of same,
• Ensuring no liability is incurred beyond the ability
of the company to discharge same,
• The employment and efficient supervision of staff
6. What is a company secretary?
A company (including a single member company) is obliged to
appoint a secretary at the time of its incorporation. A director
may hold such position of secretary in addition to being on
the board of directors. The secretary has specific duties
and responsibilities under company legislation, e.g. to ensure
that the company complies with all legislation to which it
is subject and to perform certain statutory functions.
He/she must advise the Board on matters of administration
affecting the directors and personnel employed by the company,
ensure that all taxation and statutory requirements are met
by the company and that its own internal regulations are being
complied with.
7. Must a company secretary be appointed
in my company?
Yes. Every limited company must have a Company Secretary.
One of the Directors may act as the Company Secretary or another
person who is not a Director may be appointed as Secretary.
The Company Secretary has a number of statutory obligations
imposed by virtue of legislation contained in the Companies
Act 1963-2005.
8. What is the company registered
office?
A company is obliged to have a registered office address which
need not necessarily be its business address. All official
correspondence is sent to the registered office.
9. Does my company need a company
registered office?
Yes, every company is obliged to have a registered office
address. All official correspondence is sent to the registered
office.
10. Can my home address be used as
my company's registered office?
Yes. The Registered Office Address of a company is the address
for the company that is recorded in the Companies Registration
Office and must be in Ireland. This address may be changed
at any time. The business address of the company may be different
from the registered office. All official correspondence is
sent to the registered office.
11. Can my registered office address
be the same as the business trading address?
Yes. The trading address is the address at which the proposed
trade or business is actually carried on. In many small to
medium sized business concerns and company start ups, this
is one and the same as the registered office address. There
is a legislative requirement to state the trading address/place
of business activity when applying for registration.
The centre of administration of the business is the address
at which the overall control of the company is exercised and
at which the central administrative functions of the business
is carried on. There is a legislative requirement to state
the centre of administration of the proposed company when
applying for registration.
12. Who are the Shareholders?
The shareholders (the members) are the actual owners of the
company. The minimum number of shareholders is one, the maximum
number of shareholders is fifty in the case of a private company.
Corporate shareholders are allowed. Shares may be held jointly
by two or more people.
13. What are the Annual Accounts of
a company?
Such accounts must consist of a Profit and Loss Account, Balance
Sheet and Directors’ report. In addition, except where
a small company avails of its exemption, an Auditors Report
must also be annexed to such accounts.
14. When must Accounts be
prepared?
Companies are required to prepare accounts every year.
15. What is an Annual Return?
An Annual Return is the summary of relevant information which
the Directors of a company are required to lodge with the
Registrar of Companies every year. Each Annual Return is required
to give details of the registered office, directors, secretary,
its shareholders and authorised and issued share capital and
such other relevant information, as maybe applicable.
16. Up to what date must the Annual
Return of a company be prepared?
The Annual Return requires to be made up to the company’s
Annual Return Date (ARD) every year. The first such return
must be made up to its first ARD which is six months after
incorporation of the company. In subsequent years the Annual
Return is made up to the anniversary of the ARD. The Annual
Return requires to be filed with the Register of Companies
within 28 days of the date to which it is made up.
17. Can one person be the sole shareholder
in my company?
Yes. Proprietors who wish to hold the entire share capital
can do so by forming a "Single Member Company".
18. How is the company capital arranged?
The “authorised” share capital of a company is
the total number of shares that can be issued in the company.
For future convenience and in order to avoid having to increase
the authorised share capital at a later stage we will incorporate
the new company with capital of Euro100,000. The share capital
of the company will be expressed in single shares of one Euro
each.
The "issued" or paid up share capital is the shares
that have actually been allotted and paid for by the shareholders.
In the absence of instructions to the contrary all company
registrations are completed with the issue of two shares of
one Euro each.
19. List the normal procedures required
of a company after it has been formed?
• The company should register for corporation tax;
• A VAT number should be applied for;
• An employer’s tax registration should be made,
if applicable;
• An Annual Return must be filed with the Registrar
of Companies within the first six months of incorporation
and
• Accounts must be prepared each year and filed in the
Companies Registration Office. The information given in filed
accounts varies with the size of the company. Private companies,
subject to certain conditions may seek to exempt themselves
from the requirement to have accounts audited. Further information
and resources relating to Irish tax registration and tax issues
may be found at Irish Revenue Commissioners.
20.
Why should I register a business name if I have a limited
company?
In circumstances where the company wishes to trade under one
or more business names, not being the full exact name of the
limited company, it is obliged to register such business names
with the Register of Business Names in Ireland.
21. Why should I register a business
name if I am a sole trader?
Where a sole trader carries on a trade or business under a
name which consists of a description which is additional to,
or in place of his/her own name an application for registration
of the business name is necessary.
22. Why should I register a business
name if I am in a partnership?
Unless the business name of the partnership consists only
of the true names of the individuals and, where applicable,
corporate names of any bodies corporate who are partners,
it is mandatory to register a business name.
23. How long will the incorporation
of my new company take?
Once the correctly signed pre-registration documents have
been returned to us, we will electronically file and administer
the entire registration process at the Companies Registration
Office. The legal process of registering your new company
will be completed generally in 5 working days (perhaps a little
sooner) after which we guarantee to send your completed company
formation package to you within two days by requested delivery
method.
24. How long will it take to make
a change to my existing company or to register a business
name?
Depending on circumstances, it may be possible to effect certain
changes within days. Registering a business name may be carried
out within a few days.
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