An important detail related to the Irish Companies Act 2014 is that it represents the largest legislative document registered in Ireland, as it contains 1448 sections. The Act became applicable in Ireland starting with 1st of June 2015.
The document provides a comprehensive image for the procedure of company formation in Ireland
, for the rights and obligation the company’s directors
must exert, but also provisions related to the company’s secretary
Company formation requirements for limited liability companies in Ireland
The new Commercial Code
does not impose a minimum share capital
to private limited liability companies in Ireland
. Only public limited companies
are required to have a minimum share capital
of 25,000 euros of which at least 25% must be deposited before the company
starts operating. In the case of private limited liability companies
, the members’ liability will be limited to the amount of the shares they own, in the situation in which the Irish company is closed down
. Other requirements are:
- private and designated companies may have a maximum number of 149 shareholders;
- the Irish LTD company
may have only one director
- the DAC limited by shares and by guarantee must have at least two directors.
Foreign businessmen who want to open a company in Ireland
must know that the registration of a DAC company
requires as a statutory document a constitution.
Mot of the legal entities
are incorporated based on the memorandum and the articles of association
The constitution should provide the following information, as prescribed under Chapter 2, section 19:
• the company’ name;
• its business form;
• the minimum share capital that must be deposited.
At the same time, the Act provides another option related to the company’s capital, in the sense that the capital is not directly stated, but that it will be divided into shares with a fixed value, at the moment when the company is registered.
At the same time, the Act provides new regulations related to the manner in which the private companies in Ireland must keep their accounting records.
It is also important to know that the company’s secretary should have sufficient skills in order to receive this function within the company’s structure.
Registration of private limited liability companies in Ireland
In order to register a private limited liability company
, the founders or their representatives are required to file the company’s constitution
with the Companies Registration Office in Ireland
. The new Companies Act
specifies that private limited liability companies
are no longer required to draft the memorandum and articles of association
when forming a company in Ireland
. Also, the articles of association
are no longer required to contain the object of activity of the company
. The incorporation procedure
has also been simplified, all documents and forms being submitted online.
Features of an Irish private limited liability company
Persons interested in opening a company in Ireland should know that the private limited liability company is allowed to have only one director in the case in which he or she can’t have the function of a company’s secretary. At the same time, the directors must have at least 18 years old in order to have this function in the company.
Investors interested in setting up a business in Ireland as a private limited liability company should know the documents of the company do not have to state the activities carried out by the future business.
Just like in other European jurisdictions, such as Norway
, the private limited liability company
is the most common type of legal entity
chosen by local and foreign investors for incorporation in Ireland
; an important aspect is related to the fact that the management of the company
is required to submit annual returns every year with the Companies Registration Office
, even if the business had no financial activities.
Under the new Company Act
, the mergers and acquisitions
performed by private companies
are no longer required to obtain a court approval.
In the situation in which a private company in Ireland must be shut down due to various reasons, the new Act states better provisions, regulating the relations between the company’s members and creditors.