What you are actually forming
The default vehicle for a trading business in Ireland is the private company limited by shares, the LTD, introduced by the Companies Act 2014. It is the simplest of the Irish company types and the one almost every owner-managed business should use.
An LTD has a one-document constitution rather than a memorandum and articles, has full unlimited legal capacity so it does not need an objects clause, and can have a single director. The other forms — the designated activity company, the company limited by guarantee, the unlimited company — exist for specific purposes, mostly regulated activity, joint ventures and not-for-profits.
What you need before you can file
A company name that will be accepted
The CRO refuses names that are identical or too similar to an existing registered name, that are misleading, or that imply state backing. Words such as bank, insurance, university and society require consent from the relevant authority.
Check the CRO register before you print anything. Company name approval does not give you a trade mark, and it does not stop somebody else using the name as a brand, so if the name matters commercially, look at trade mark protection separately.
Directors
You need at least one director, who must be a natural person aged eighteen or over. A director can be of any nationality and need not live in Ireland, subject to the residency rule below.
A company secretary
Every Irish company must have a secretary. Where the company has only one director, the secretary must be a different person or a corporate secretarial provider. Where there are two or more directors, one of them can also act as secretary.
A registered office in Ireland
This is the legal address for service of documents and it must be a physical address in the State. A PO box is not acceptable. It is a matter of public record, which is why many directors working from home use their accountant's address instead.
Share capital
There is no minimum. Most small Irish companies are formed with a nominal issued share capital — often one hundred shares of one euro, with a small number actually issued and paid.
Get the shareholding right at incorporation rather than fixing it later. Transferring shares afterwards can trigger stamp duty and, where value has built up, capital gains tax. If more than one person is involved, agree the split, and put a shareholders' agreement in place covering what happens if someone leaves.
Filing the incorporation
Incorporation is submitted electronically to the CRO on a Form A1 with the constitution attached. The A1 carries the company name, registered office, the details of directors and secretary, the share capital and the subscribers.
- Confirm the name is available on the CRO register.
- Prepare the constitution and the Form A1 with all officer details and PPS numbers or verified identity numbers.
- Have every director and the secretary sign, and submit electronically.
- Receive the certificate of incorporation and the company number, normally within a few working days.
- Register the beneficial owners on the Central Register of Beneficial Ownership within five months of incorporation.
Every director and secretary now needs a verified identity number for CRO filings — either a PPS number or, for those without one, a CRO-issued Identified Person Number obtained on Form VIF. Applying for that number is the single most common cause of delay for non-resident officers.
What happens immediately after incorporation
The certificate is the start of the obligations, not the end of the process. Several things need to happen quickly, and the deadlines are real.
- Register with Revenue for corporation tax, and for VAT and employer PAYE if they apply. A company that has started to trade must register for corporation tax.
- File the beneficial ownership register within five months.
- Open a business bank account in the company's name. Irish banks require the certificate, the constitution, and identification for every director and beneficial owner, and this routinely takes longer than the incorporation did.
- Note your Annual Return Date. The first B1 annual return is due six months after incorporation and does not require financial statements; every one after that does.
- Put the company name and number, the registered office, and the names of the directors on your letterhead, website and email footer, as the Companies Act requires.
The ongoing cycle
| Filing | Due | Filed with |
|---|---|---|
| B1 annual return | Within 56 days of the Annual Return Date | CRO |
| Financial statements | Attached to the B1 (not required for the first return) | CRO |
| CT1 corporation tax return | Nine months after the accounting period end, by the 23rd on ROS | Revenue |
| Preliminary corporation tax | Before the end of the accounting period | Revenue |
| Beneficial ownership | Kept current, updated within 14 days of a change | RBO |
Missing the B1 deadline costs €100 immediately, then €3 per day to a maximum of €1,200, and can cost the company its audit exemption. That last consequence is far more expensive than the fee.
Mistakes worth avoiding
- Incorporating before deciding the shareholding, then restructuring once value exists.
- Using a home address as the registered office without realising it appears on a public register.
- Assuming the company can trade before the bank account opens — it usually cannot, practically speaking.
- Treating the company bank account as a personal one. Drawings that are not salary or dividends become a director's loan, which carries its own tax charges.
- Forgetting the first annual return because no accounts are required for it.