How to Set Up a Limited Company in Ireland

100 thoughts on “How to Set Up a Limited Company in Ireland”

1. 

   fabio April 8, 2013Reply

   Hi Orla,

   Nice and helpful post! Question: can one of the two directors be non-Irish resident?

   I can’t find this info on the web.

   Thanks,
   Fabio

2. 

   Orla Linehan April 9, 2013Reply

   Hi Fabio,

   Thanks for your kind comment!

   All companies must have two directors. One of the directors must be resident in EEA. The EEA is the 27 member states of the EU plus Iceland, Liechtenstein and Norway.

   However, there is an exception to this rule. Where a company holds a bond to the value of €25,394.76, it does not need to have a director resident in the EEA.

   More information can be found here:

   Best regards,

   Orla

   Update 26/03/19: Companies can now have one director

   • 

     Dave December 26, 2018Reply

     Hi Orla,

     I was just wondering i cant access the link that is on your response to fabio… I was hoping i could ask…. can a company have two directors, 1 from ireland and one from outside the EEA….

     Cheers thanks

     • 

       Orla Linehan Post authorJanuary 7, 2019Reply

       Hi,

       Thanks for the comment.

       You can find out more information on company directors here: https://www.cro.ie/Registration/Company/Incidental-Obligations/Company-Officers

       All the best,

       Orla

3. 

   John April 17, 2013Reply

   When forming a company and you want to use this company as a charity, do i still need to register for tax purposes if the Company is non profit, also what forms would i need to submit.

   Also does it matter if the directors are unemployed, and related would it still be 3 people, or do the people have to have no ties as such.

   Great Blog by the way very helpful information

4. 

   Orla Linehan April 18, 2013Reply

   Hi John,

   Thanks for your comment and your feedback!

   Charities are normally set up as a Company Limited by Guarantee without a Share Capital. A minimum of 7 members is required. The company’s accounts must be audited and full accounts must be submitted to the CRO each year. More information can be found here: http://www.cro.ie/ena/business-registration-company.aspx

   Regarding the directors, it shouldn’t matter from a CRO point of view if they are related. However, you might want to consider having some additional unrelated directors on the board as independent overseers, especially as it is a charity.

   Revenue have a good FAQ regarding charities with details of the forms you need to complete: http://www.revenue.ie/en/business/faqs-charities.html

   Best regards,

   Orla

5. 

   Christian July 4, 2013Reply

   Hello Orla,

   Good information Orla !
   Many thanks !

   A couple of questions please, when you say all companies must have at least 2 directors, what happens in the case that is a private limited company ? in the case only me. I dont want to put anybody else in the company, is it really mandatory to put 2 people even in the private limited companies ?

   Regarding residence….I live abroad now, would a virtual service office in Dublin solve this issue, I would have an address to receive correspondence in Ireland using one of those.

   last, to get the local Irish vat, do you have to open a bank account in Ireland?, or it comes automatically with the company registration ?

   Many many thanks for your help
   Rgs
   Christian C Zuniga

6. 

   Orla Linehan July 8, 2013Reply

   Hi Christian,

   Thanks for your comment.

   A private limited company needs two directors, although this may change in the future.

   The rules regarding registered offices can be found here:

   The registration for VAT and residency issues will depend on what the company’s trade is and are too complex to deal with here but you can find more information on residency and VAT as follows:
   

   Best regards,

   Orla

   Updated 26/03/19: Companies can now have one director

7. 

   Orla McLaughlin March 18, 2014Reply

   Hi Orla,

   Great post. Thanks.

   In terms of the two directors, I’m assuming I can be one of the directors and also what qualifies the other person to be a director of the company? Are there any specific requirements they need to have?

   Many thanks
   Orla

   • 

     Orla Linehan March 19, 2014Reply

     Hi Orla,

     Thanks for visiting the site!

     You don’t need any particular qualification to be a director. There is a good guide on directors from the ODCE here.

     Best regards,

     Orla

8. 

   Tony April 8, 2014Reply

   Orla,

   Great info.

   I am thinking of setting up a private limited company, instead of a sole trader option. Would this be the best option from a tax liability point of view.

   The rational is that I would take a minimum taxable wage in the private limited company, and bolster by pension fund with any remaining profits

   Regards

   Tony

   • 

     Orla Linehan April 9, 2014Reply

     Hi Tony,

     There are definitely more tax planning opportunities with a limited company. Which option is best, depends on your personal circumstances and how much profit the business will make.

     I’d be happy to give you a free meeting to discuss the options, if it would be helpful to you.

     Best regards,

     Orla

9. 

   Tom April 17, 2014Reply

   I totally agree with the info in the blog, it is definitely worth getting in touch with a formation company as they will ensure that all of your bases are covered as well as getting you up and running swiftly.

10. 

    Tim April 24, 2014Reply

    Hi Orla

    I own a premises and am a sole trader (restaurant). If I wanted to change to Limited company would I have to allow my premises to become part of that company or could I run the limited company in my own personal property?

    Kind regards
    Tim

11. 

    Lindsay Jane Sedgwick May 2, 2014Reply

    Hi Orla,

    Thanks for the very useful site. I intend setting up a private limited company but I’m getting a bit lost in the detail of the CRO site! I am currently a self employed writer/ screenwriter. I’m wondering if I can keep costs down by submitting my own accounts at year end, do I need a solicitor to register the company initially, can I do it directly and can my fiancee be one of the directors or must they be outside of family and what the total cost would be to me to set it up?

    • 

      Orla Linehan May 6, 2014Reply

      Hi Lindsay,

      Thanks for the comment!

      You can set up the company yourself using Form A1 together with a copy of the Memorandum & Articles of the company. The fee is €100. You will need a notary or solicitor just to witness the signature on the form, but the fee for this is usual nominal. There are a lot of company formation agents and accountants offering company formation at very competitive prices. It might be better to go down this route, as it will save you time and they can also guide you through the process of setting up the company. Remember that you will also need to register the company for tax.

      Each year you will need to prepare financial statements for the company. An abridged version of the financial statements is sent to the CRO along with Form B1. Company accounts are more complicated than sole trader accounts and are prepared based on accounting standards and the Companies Acts. You will also need to submit a Corporation Tax return as well as an Income Tax return (assuming you are an owner/director of the company).

      Your fiancee can be one of the directors. You can own the company 100% or you can split the shares between you and your fiancee. There are different tax implications depending on the split of the shares.

      It can be worthwhile hiring an accountant to take care of the end of year accounts and returns, as it will save you time and give you peace of mind that the accounts and returns are done correctly. A good accountant can also provide you with tax advice, which could save money in the long run.

      Let me know if you have any other queries.

      Best regards,

      Orla

12. 

    kathleen flynn May 8, 2014Reply

    Hi Orla,
    Very informative and fair play to you for answering all those questions that arose. Having spent years doing accounts for sole traders, small limited companies the advice I would give to people starting up a business is to get the paperwork sorted from day 1.
    The accounts end of a business is huge and a big headache for people who want to get moving on the actual practical end. So be wise all you entrepreneurs – hire someone like Orla. K

13. 

    Orla Linehan May 9, 2014Reply

    Thanks so much for your comment, Kathleen.

    You are spot on, getting things right from day 1 can prevent so many headaches (and unexpected tax bills) later on.

    All the best,

    Orla

14. 

    norbert May 11, 2014Reply

    Hi Orla,

    I cannot find any informations about tax system. I am setting up limited company, 2 directors – but we still work. We would like to stay as employees as long as possible, what we need to do?

    Will I pay double tax or what? would I pay tax even company is not earning money yet?

    Thank you

15. 

    darragh July 10, 2014Reply

    What is the minimum age u have to be to set up a company. I’m am 17 and I’m not sure what the age is.

    • 

      Orla Linehan July 14, 2014Reply

      Hi Darragh,

      The Companies Acts do not restrict a individual under the age of 18 becoming a Director. However, there is doubt over whether contracts entered into with a director under the age of 18 can be enforced, so you should seek legal advice about this if the company will be signing any contracts.

      The new Companies Bill, which hasn’t been enacted yet, is proposing a minimum age of 18.

      Best regards,

      Orla

16. 

    marco August 20, 2014Reply

    Hi Orla, i am considering options into open a business….by curiosity
    i end up reading this blog and i have to say that is outstanding the helpfull information given!!!!
    i still have a question, would you know or reccomend offices that can
    help to open limited company, providing information & considerable advice to facilitate the decision to be taken?

    Thank you again for the good help
    Marco

    • 

      Orla Linehan August 21, 2014Reply

      Hi Marco,

      Thanks for your comment. I’m glad you found the blog helpful.

      We can help you to set up a business and can advise you on whether it would be beneficial to set up a limited company. I’ve just sent you an email.

      Best regards,

      Orla

17. 

    Nat September 7, 2014Reply

    Hi Orla,

    I have a private limited company with split of 90/10 with my friend. However we are looking to change the split to 50/50. I was not able to find any information in relation to this. Do you know what form should be used in this case?

    Thanking you in advance.
    Kind Regards
    Nat

    • 

      Orla Linehan September 8, 2014Reply

      Hi Nat,

      You have a few options for changing the shareholding, for example, you can transfer shares or issue new shares. You will need to review the Memo & Arts as well as any shareholders agreements to see if there are any restrictions or conditions relating to issuing or transferring shares.There can also be tax implications, depending on the value of the company, so I would recommend getting professional advice on this matter.

      Best regards,

      Orla

18. 

    UTKU SARPER September 23, 2014Reply

    Hi Orla,

    This is a great blog on company registration. I wanted to get info on setting up a limited company, this will be an event company/label involved with music management.

    Regarding address, if don’t have an office in the beginning; how would we go about the physical address at registration?

    Many thanks in advance,
    Regards,
    Utku SARPER

    • 

      Orla Linehan September 24, 2014Reply

      Hi Utku,

      Thanks for your feedback.

      The registered office address must be a physical office and cannot be a PO Box number or a rented mailbox.

      If you will be working from home, you can use your home address as the company’s registered office. If you get an office in the future, you can change the registered office address by filing a Form B2 with the CRO.

      Best regards,

      Orla

19. 

    Vince September 24, 2014Reply

    Hi Orla,
    Just very simple question. To register/create limited company in security sector, besides PSA license, is there any other restrictions or requirements? How about capital? I’m in security business in past 10 years and thinking to go on my own. Just not quite sure about LTD “start-off” costs. About all other aspects like PSA (Private Security Authority) or NSAI I have rough idea costs etc…
    How difficult is for employee to start lagally on his own in this country?
    Thanks,
    Vince

    • 

      Orla Linehan September 24, 2014Reply

      Hi Vince,

      Thanks for your query.

      There can be a lot of legal and tax considerations when starting up your own business. There are too many issues to deal with in a blogpost. I recommend contacting an accountant and/or solicitor to get advice, preferably someone who deals with clients in this industry. Many offer free initial consultations.

      Best regards,

      Orla

20. 

    Monica October 24, 2014Reply

    Great blog Orla
    I am considering setting up a limited company with my sister 50 / 50, but I am still working, can you tell me if would this effect my income tax ?

    Kind regards
    Monica

    • 

      Orla Linehan November 17, 2014Reply

      Hi Monica,

      Being an owner/director of a company, shouldn’t affect the tax on your employment income. However, you will be obliged to submit an annual income tax return, whether or not you receive a salary from the company. Otherwise you could face a surcharge.

      If you are receiving an income from the company and from employment, you may need to split your tax cut-off point and tax credits between the two.

      Best regards,

      Orla

21. 

    Adam November 12, 2014Reply

    Hi Orla,

    Very informative blog, you have a new subscriber!

    Just wondering can I set up a limited company with the intentions of starting to trade in the future? I.e we wouldn’t generate revenue for a few month, possibly a year?

    If turnover was very small in your first year would you still have to submitt your Financial Statements at your year end?

    • 

      Orla Linehan November 17, 2014Reply

      Hi Adam,

      Once you register a company, you have obligations with the CRO to submit an annual return and abridged financial statements each year. These will need to be submitted whether the company made any money or not.

      While you are testing the waters, you could trade as a sole trader for a while and then transfer into a company. It will depend on what your plans are and whether you will be seeking investors etc.

      Best regards,

      Orla

22. 

    Padraig Cronin December 12, 2014Reply

    Hi Orla,
    Thanks for sharing your knowledge.
    I am considering purchasing some welding equipment for personal use, but want to claim back the vat involved. Would setting up a limited company allow me to do this? In addition, I would like to have the option of selling some welded products to the public, so what is the best way to achieve these objectives?
    Kind regards,
    Padraig.

    • 

      Orla Linehan December 15, 2014Reply

      Hi Padraig,

      Thanks for your comment.

      You can’t claim back VAT where the welding equipment is for personal use.

      If you plan to sell welded products to the public you could either register as a sole trader or set up a limited company. It depends how much trading you expect to do.

      If you are thinking of setting up in business, you could contact your Local Enterprise Office who can give you guidance and support on how to set up in business.

      If you have any other queries or you want to pop in for a meeting about this, please do not hesitate to contact me.

      Best regards,

      Orla

23. 

    Jacqui December 28, 2014Reply

    Hi Orla, I have already set up a company – whose name is associated with a main product I am developing. However, I also need to create an additional product – that has an entirely separate name – and while somewhat similar to the original company produxt, is still a separate product in its own right. So, do I need to set up another company for this separate product? Or can it be that this second product can be set up as some sort of subsidiary of the original? When I’m asked if the company is already registered…can I say yes because I’ve already got a registered company? Or do I need to make some sort of formal adjustment to the details of the original company set up to state this?

    • 

      Orla Linehan January 5, 2015Reply

      Hi Jacqui,

      You don’t necessarily need to set up a new company for each product. You don’t need a separate company name for each of your product names.

      Your company Memorandum of Association should specify the activities that the company can be involved in. Normally it will state your core activity plus the line “and related activities/products”. If the new product falls under this, then you are fine. If not, you could consider changing the Memorandum of Association. However, the new Companies legislation which should be commenced this year, will allow all LTD companies to carry out any activity, so it may not be worth changing the Memorandum at this stage. https://www.cro.ie/New-Act-2014/Need-to-Convert

      Best regards,

      Orla

24. 

    Sandra January 5, 2015Reply

    Hi Orla,

    Thank you for the nice post,Im on the Jobseekers allowance at this moment,I just wondering:
    1.If I will be as second Director(not general Director) of the Limited company and if the company will be bankrupt,can I get then a Jobseekers allowance(I did worked and was paid on class A,just about 1 year,so dont have 2 years paid a class A).
    2.Can I keep be paying on class A,if I would be as a Limited Director of Limited company?
    3.I did hear,that from 2015 years,it is ok to set up a Limited company just with one Director.
    Thank you very much Orla for the answer

    • 

      Orla Linehan January 5, 2015Reply

      Hi Sandra,

      Thanks for your kind comment on the blog post.

      1. I’m not sure from your comment whether or not you will get a salary from the company. The best thing to do is to contact your local dept of social protection office. They will have your full PRSI record and should be able to tell you what you are entitled to.

      2. A director who owns or controls 50% or more of the shares, will be on class S PRSI. Directors who don’t own or control 50% or more of the shares may be on Class A, but this is determined on a case by case basis by the Department of Social Protection. https://www.welfare.ie/en/Pages/Working-Proprietary-Directors-Classification-for-Social-Insurance-Purposes.aspx

      3. The new Companies Act should be commenced around June 2015. This will allow a company to have just one director. (It will need a separate company secretary if it has only one director, however.) https://www.cro.ie/New-Act-2014/Need-to-Convert

      Best regards,

      Orla

25. 

    Stephen McGuinness January 20, 2015Reply

    Excellent advice

26. 

    Joan January 21, 2015Reply

    Hi Orla,
    This is a very informative blog. I want to set up a writing business with my husband and my query is about his pension. At the moment it is in a defined benefit scheme. If we set up a business can we have the pension transferred to our company and Is it necessary to set up as a limited company to do this? Thanks

    • 

      Orla Linehan January 26, 2015Reply

      Hi Joan,

      Thank you for your kind words.

      As accountants, we only deal with the tax-savings side of pensions. A financial advisor should be able to advise you on whether it is possible to transfer the pension.

      All the best,

      Orla

27. 

    Brendan January 27, 2015Reply

    Hi Orla,
    I have found your blog very helpful with some great advice.

    I am thinking of setting up a company and have 2 non earning directors got but I want to be 1 of 2 shareholders.

    If I want to be an anonymous shareholder in a company is this possible even if it means setting up some sort of trust within the company.
    Also how much do you charge for setting up a limlted company?

    Regards Brendan.

    • 

      Orla Linehan January 28, 2015Reply

      Hi Brendan,

      Thank you for your kind comment about the blog. I’m glad you found it helpful.

      I’ve sent you an email.

      Best regards,

      Orla

28. 

    Will January 29, 2015Reply

    Hi Orla, thanks for all the helpful info. I am planning to do some contract work in Ireland. The company I will be contracting with will only pay to a private limited company. I’m a US citizen so it doesn’t look like I’m eligible to set one up. Do you know if the private limited company is the equivalent of a UC limited liability company (LLC).
    Thanks in advance.
    WW

    • 

      Orla Linehan February 6, 2015Reply

      Hi,

      Thanks for the comment.

      I am not sure of the US system, but, in general terms, a private limited company in Ireland has the following characteristics:

      * 1 to 99 shareholders
      * 2 directors (See here for directors responsibilities http://www.odce.ie/companylawyou/companiesdirectorssecretaries/responsibilities.aspx)
      * 1 director must be EEA resident or the company holds a bond https://www.cro.ie/Registration/Company/Incidental-Obligations/Company-Officers
      * The liability of members (shareholders) is limited
      * Obligation to file an annual return to the Companies Registration Office together with an abridged version of the company’s financial statements

      However, all of this is set to change with the commencement of the Companies Act 2014: https://www.cro.ie/New-Act-2014/Need-to-Convert

      Best regards,

      Orla

29. 

    Kevin February 2, 2015Reply

    Hi Orla

    great blog and info

    Im thinking of starting my own business in construction, i been asked to build a house later this year, im in full employment at the moment,cant decide to go sole trader or limited company, the house should cost 200k plus, thats the first year,second year turn over may be 80k to 100k maybe more hopefully,im trailing the internet for information on how to set up my own business, your blog has given me great information, thanks
    kind regards
    Kevin

    • 

      Orla Linehan February 6, 2015Reply

      Hi Kevin,

      As you will be in the construction industry, you would definitely benefit from hiring an accountant. Unless you are going to build the house 100% on your own, you will need to hire subcontractors and/or employees! There are a lot of pitfalls in terms of PAYE, VAT and RCT (Relevant Contracts Tax). The RCT regime has become very strict and you will be penalised for late and incorrect returns automatically. See here for more details: http://www.revenue.ie/en/practitioner/ebrief/archive/2014/no-1102014.html.

      An accountant can assist you with your tax obligations or guide you on how to complete the returns yourself.

      If you are based in Cork or the surrounding area, I would be delighted to meet with you to discuss the above in more detail. Our initial meeting is free of charge.

      All the best,

      Orla

30. 

    David February 2, 2015Reply

    Hello Orla.

    Firstly, youre website, this blog and your response to your enquiries is quite impressive. Im must applaude you for actually engaging with the enquiries you receive and taking the time to respond.

    I too am considering setting up a company, and I would appreciate your thoughts on my scenario as on the face of it, it seems a little complex.

    I am considering investing in a franchise, which is based in the UK. The service the franchise sells is also exclusive to the UK market (incl N.Ireland) however Im certain that a market exists in Ireland for the product aswell as the UK and N.I.

    Im wondering, what implications may apply. Would I be allowed conduct business as an Irish company (via a UK franchise), or legally would I be required to set up a UK co.? Would a sole trader or LTD company best suit this model, what VAT/Tax hurdles might exist if I were to offer Irish customers the service/product via a UK franchise ‘transaction’??

    Quite complex im sure you’ll agree. As a financial professional, Id be very interested to hear your expert opinion.

    Many thanks Orla, and again, your site is excellent.

    Rgds

    • 

      Orla Linehan February 6, 2015Reply

      Hi David,

      Thanks for your kind comments about the blog. I do appreciate your feedback.

      Regarding your query, this is a bit complex to answer through the blog 🙂

      Do you want to pop in for a meeting some time and we can discuss it in more detail? Our initial meeting is free.

      All the best,

      Orla

31. 

    Adeflaky February 13, 2015Reply

    I intend to start locum work as a medical practitioner working through an agent but servicing the HSE.Turnover would be above the 20% P.A.Y.E. Am I better off to work under an umbrella company for tax purposes or do I have to open a limited company?

32. 

    Stewe August 14, 2015Reply

    Hello Orla,

    We have formed a limited company half year ago with one main shareholder-director. Now director-shareholder decided to transfer half shares to me. Can he transfer the shares?
    Our accountant says that it is not possible to do it after a half year.
    Thank you.
    Stewe

    • 

      Orla Linehan August 17, 2015Reply

      Hi Stewe,

      Thanks for getting in touch.

      Without knowing more information, it’s hard to know why the shares can’t be sold. Can you ask for a written explanation? There may be a restriction in your Articles of Association or your shareholder agreement or there may be a good tax reason not to sell the shares at this time.

      Please email or call if you want to discuss in more detail.

      Best regards,

      Orla

33. 

    Fasahat lodhi September 13, 2015Reply

    Dear Orla,

    Can I open a Private limited company in ireland bdfore visiting and open a bank account as well reason I am planning to buy a property in Dublin.please guide me.

    Fasahat lodhi

34. 

    Adrian February 19, 2016Reply

    Hi Orla,

    Just a few quick questions.
    My partner and I are looking at setting up a Ltd company. At present I am still working off my UK NI Number and deal with HMRC for my affairs. I will be settling back home in the future.
    -Would that bar me from becoming a director or will I have to register using my PRSI Number?
    Also, the business will be, for now, just my partner and I.
    -Can my partner also be the second director as well as a company member?

    Thanking in advance

    • 

      Orla Linehan February 22, 2016Reply

      Hi Adrian,

      Being a director of a company in the UK shouldn’t prevent you being a director of an Irish company. When registering the company for tax, you will need to enter your Irish PPS number in the directors section of the form.

      Your partner can be a second director as well as being a member of the company.

      If you need any advice or assistance in forming the company, please do not hesitate to call (021 240 9120) or email us (orla@fidelia.ie).

      All the best,

      Orla

35. 

    Adrian February 19, 2016Reply

    Apologies for 2 seperate posts Orla. As part of our business we will be bringing in a machine(s) from a UK company, who in their repayment plan have VAT on the price, not just the deposit but also the monthly repayments. I am pretty sure that we would not be able to claim back on this.
    -Am I correct?
    -Will we have to pay an import duty/tax on this machine also?

    Adrian

    • 

      Orla Linehan February 22, 2016Reply

      Hi Adrian,

      Thanks for your comment. VAT is a complex tax, so I would need to know more, before I could advise you. Can you drop me an email (orla@fidelia.ie) and maybe we could arrange to meet up to discuss it in more detail.

      All the best,

      Orla

36. 

    Geoff July 5, 2016Reply

    Hi Orla

    Can I set up an Irish LTD company using my Belfast home address as the business registered address?

    Geoff

    • 

      Orla Linehan July 20, 2016Reply

      Hi Geoff,

      Sorry for the delay in replying. Just back from annual leave. An Irish Ltd must have a registered office in the Republic of Ireland.

      You can have a registered office in the care of a Registration Office Agent (ROA). The ROA must be approved by the Companies Registration Office (CRO).

      Note that the CRO will only register a company if they are satisfied that the company will carry on an activity in the Republic of Ireland.

      If you need any more information, please let me know.

      All the best,

      Orla

37. 

    Tom Nolan July 18, 2016Reply

    Hello, congrats on this wonderful blog. Can you tell me if I open a Limited Company as a Director can I submit my own Accounts to Revenue and CRO?

    • 

      Orla Linehan July 20, 2016Reply

      Hi Tom,

      If the company is small and the financial statements are not required to be audited, then you can submit your own accounts to Revenue and CRO. More information on audit exemption here: https://www.cro.ie/Annual-Return/Financial-Statements-Requirements/Audit-Exemption.

      If you need any more info, let me know.

      Best regards,

      Orla

38. 

    Daniel December 1, 2016Reply

    Hi Orla

    Great Thread btw,
    I Spent 30 minutes scrolling down and getting useful information.

    I’m currently setting up an online business,
    I want to register this business as a Limited Company,

    Q, Is it possible to be Full shareholder, Director and Secretary for the company?

    Q, As the business will be online can I use my home address?
    If I use my home address will this show up on goolge on the right hand column when i search the business name?

    Q
    If the business dosent make any money, Isit still possible to claim back the vat on things like website cost etc (I plan on registering as a company before I get the work done).. in the form of cash or would this go as tax credits?

    Thanks

    • 

      Orla Linehan Post authorDecember 2, 2016Reply

      Hi Daniel,

      Thanks for your kind words! We’re glad the website was helpful to you.

      1. You will need at least two people. One person can be the director and 100% shareholder. However, you will need a separate person to be the company secretary.
      2. You can use your home address as the registered office. This will be public information on http://www.cro.ie and other sites. For this reason, you may want to rent some office space, perhaps in a business centre (such as Regus etc) if you want to keep costs down.
      3. You can claim VAT back on purchases such as the website costs as long as the company is registered for VAT and it is trading/commencing to trade. Any refunds will be transferred to the company bank account. Whether the company makes money or not in the first year will not impact the VAT refunds.

      Note that if you elected to register for VAT even though you were under the VAT threshold and you then cease trading, Revenue may seek a repayment of the VAT refund.

      Best regards,

      Orla

      Updated 26/03/19: Companies can now have one director

39. 

    Jen January 4, 2017Reply

    Hi Orla,
    Happy New Year! I am currently setting up an online network which will go on to involve talks at schools and facilitating workshops. I have registered as a sole trader at present but after a year plan to change to being a non profit or limited company- due to the nature of the work we should be eligible for charitable status & tax deuctible donations. The reason I am not setting up the organisation as a non profit straight away is that I am on my own (still developing a team).
    Would love to hear your thoughts
    Thanks kindly

40. 

    Lina January 12, 2017Reply

    Hi there,

    Orla mentioned in one of the previous comments past december, to register an office at Regus. We were just contacted by Regus (where we had our registered address) that we cannot use it as we were registered for virtual office there and using their coworking buisness lounge (to receive all the post there) but that we cannot use their address as registered business address unless we actually rent an office. Is that correct?

    My question would be – we have been a registered company in Ireland for the past 2 years but we are opening a business in the UK and the directors will move there as well. What is the best way to keep the Irish company going (what address to use if there is noone residing in Ireland), what would we need to change when it comes to registration records?

    Thanks in advance,
    Luka

    • 

      Orla Linehan Post authorJanuary 24, 2017Reply

      Hi Luka,

      A registered office cannot be a PO Box type address or virtual office. More information on the CRO website here: https://www.cro.ie/Registration/Company/Incidental-Obligations/Registered-Office

      Your second query regarding the move to the UK is a bit more complicated and you would need to get advice on this matter.

      All the best,

      Orla

41. 

    Paul Conlan April 27, 2017Reply

    Hi Orla

    Fair play to you for answering so many questions, a lot of useful information from the above which i have read through and tried to pluck information relevant to my scenario.

    That said, i still am a little bit unsure of my next steps here. Appreciate your advice if you wouldn’t mind

    My friend runs a company based and registered in the North of Ireland but has recently been trading quite a bit in the south of Ireland. I suggested he potentially setup here, primary reason being to avail of a lower corporate tax rate. See below facts and some questions

    1. Can he simply register as a separate company in the south by completing form A1?
    2. He does not have a registered office in the south but lives here. I assume he can use his own addressfor now? All of his admin is done from the North in an office space. Will he encounter establishment issues?
    3. He employs Irish staff and pays them through Irish payroll, through his accountant in Newry
    4. He genuinely trades in the south, buying and selling all over the 26 counties
    5. He sought advice a few years ago about setting up a separate entity in the south and paying a trademark fee to Northern based company as this is tax allowable? Would you have any advise on this? Is it worthwhile?
    6. Are there anything we need to be aware of from a director/shareholder viewpoint, current structure, residency etc?
    7. Finally, anything else we need to be aware of in general before proceeding with setup?

    Appreciate there are a lot of questions Orla, again really appreciate your time and advice

    • 

      Orla Linehan Post authorApril 27, 2017Reply

      Hi Paul,

      Thanks for your comment and your kind words about the website.

      You have asked a lot of questions here – too many to answer in just a blog comment! As there are a lot of tax and legal issues to deal with, it may be best to contact a firm that specialises in cross-border issues and has expertise in both the UK and Irish tax/legal systems.

      Best regards,

      Orla

42. 

    Martin Thomas April 27, 2017Reply

    Hi Orla,
    I own co director of my own limited company. Do we need a separate employee contract to say we are employed by our business? Or just something to we are employed by business and signed by directors. Thanks in advance

    • 

      Orla Linehan Post authorApril 27, 2017Reply

      Hi,

      Thanks for your comment. This is more of a legal/HR question rather than an accounting one, so I’m afraid it is outside our area of expertise.

      All the best,

      Orla

43. 

    Eddie May 14, 2017Reply

    Hi,Orla,I’m self employed (sole trader),have few 2 Q.1.My turnover around 40-45k anually that’s included services,making and installing bespoke furniture,did I have/must to register for VAT ,it would be benefit for me as I’m getting new van,tools etc(would be eligible to claim vat,I know services will be dearer).Q2 did I have to be register for vat before getting new vehicle,or there is x amount months,years where I still get back my vat if I register later (say in 1 or 2years),vehicle will be on my name?Many thanks from Eddie

    • 

      Orla Linehan Post authorMay 22, 2017Reply

      Hi Eddie,

      Thanks for your comment. Unfortunately, we can only provide general advice on the blog. VAT can be very tricky so it would be worth taking to your accountant about this. It could save money in the long run by getting proper advice.

      All the best,

      Orla

44. 

    Victor May 20, 2017Reply

    Hi Orla,

    I am considering forming a single director company, as a Company Limited by Shares (LTD), to run my small translation business (on top of my normal employed job). After doing some research, it has come to my attention that, even though I can be the sole shareholder and director, I would need company secretary which is not myself, so I was thinking about using a nominee company secretary service. Furthermore, I thought about using this third party to assist me with the formation of the company as well. I have found some companies online offering both services (formation and secretarial) for around 600 euros.

    My questions is: are there any downsides in incorporating a company as opposed to being a self-employed (taking into account I am on a high tax bracket), even if your turnovers are around 5000 a year? Anything you would suggest before reaching out to one of these service providers?

    Many thanks,
    Victor

    • 

      Orla Linehan Post authorMay 22, 2017Reply

      Hi Victor,

      It would be worth talking to an accountant before making a decision on setting up the company. If your turnover is only €5,000 a year, you will need to decide if a company structure is too much for this size of business. If you are going to extract all the money from the company as salary, then there may be no tax advantage in setting up a limited company as opposed to a sole trader.

      Best regards,

      Orla

45. 

    Pri May 29, 2017Reply

    Hi,

    I live in France and decided to go independently and register my private limited company in Ireland by filing A1 online. Regarding your previous comment about a witness, does it still need to be a solicitor or notary public or the requirement has changed since the new act 2014 as I read the act and it does not mention the terms in specific and just says witness (so can it not be a normal person like a friend?) . In case a witness is needed, can it be someone in France? (French Notary etc)?

    Many thanks and excellent article 🙂

    Best,

    Pri

46. 

    Mark June 8, 2017Reply

    Hi Orla,

    great blog, very helpful!! A new subscriber!
    I am about to set up a limited company in Ireland after being overseas for many years. I still have a company overseas that will continue to trade. Will I effectively pay tax twice??
    Also, I will pay contractors a one off fee on a per “job completed” basis. Is there anything I need to be aware of in relation to tax? I note in an earlier blog the R.C.T.

47. 

    Orla Linehan Post authorJune 9, 2017Reply

    Hi Mark,

    Thanks so much for your comment and your kind words about the blog.

    There are double taxation treaties with many countries, which attempt to overcome the problem of double taxation. More information here: http://www.revenue.ie/en/tax-professionals/tax-agreements/index.aspx

    Regarding contractors, RCT is only relevant in certain trades (construction, forestry and meat processing) http://www.revenue.ie/en/self-assessment-and-self-employment/rct/what-activities-are-covered-under-rct.aspx.

    You will need to determine if your workers are self-employed contractors rather than employees. You can find some guidance here: http://www.revenue.ie/en/employing-people/becoming-an-employer-and-ongoing-obligations/guide-to-pay-as-you-earn-paye/determining-the-employment-status-of-an-individual.aspx

    Best regards,

    Orla

    • 

      Mark June 12, 2017Reply

      Hi Orla,

      thanks so much, that’s really helpful information. After doing a bit more research it appears one of the Directors must reside in the EU. As neither myself or my wife (the other Director) will be living in the EU is a Non Resident Directors Bond required? If so, what is the value of that bond? Is there a way around this? Could I engage a family member who resides in the EU but will have no part in the business as a Director?
      Thanks Orla.

48. 

    Hassain July 26, 2017Reply

    hi
    is there a template constitution for limited by shares that I can used ?

    • 

      Orla Linehan Post authorJuly 27, 2017Reply

      Hi there,

      You can find a sample constitution in the Companies Act 2014. You will need to tailor this to your own needs.

      http://www.irishstatutebook.ie/eli/2014/act/38/schedule/1/enacted/en/html#sched1

      All the best,

      Orla

49. 

    Alison October 5, 2017Reply

    Dear Orla,
    This is an amazing resource. Thank you. My husband is considering setting up a limited company and has asked that I would be a director. I don’t intend to stop my day paye job or to take a salary from his company. This would be his business. I understand the aspect of filing reports etc so no worries here. But is there any impact on my current paye situation if I am simply a director with no salary?
    Many thanks.
    Ali

    • 

      Orla Linehan Post authorOctober 5, 2017Reply

      Hi Ali,

      Thanks so much for the kind words about our blogposts. We do appreciate it.

      Being a director shouldn’t affect your current PAYE situation as long as you don’t take a salary from the company. Note that your husband could be the sole director of the company. You could then be the company secretary instead.

      All the best,

      Orla

50. 

    Liam November 7, 2017Reply

    Hi Orla,

    Great article, very helpful and easy to follow – thanks! The comments and answers is great too. There is one question that I cannot seem to find an answer to anywhere, so hopefully you might be able to help.

    On the CRO website is says that for a private limited company you can choose “not have an authorised share capital figure.” Does this mean that if you then change your share capital at a later stage (eg a family member wants to help out and invest) you do not need to notify the CRO via the B4 Form (Notice of increase in authorised capital)?

    This is where the above is stated on the CRO site.
    https://www.cro.ie/Post-Registration/Company/Share-Capital-Change

    Maybe the B4 is not mandatory for a private limited company that has chosen not to declare an authorised share capital – or else I am missing something. Could you shed some light on this?

    Thank you!

    • 

      Orla Linehan Post authorNovember 8, 2017Reply

      Hi Liam,

      Thanks for your comment. Authorised share capital refers to the maximum share capital a company can have. If the company doesn’t have an authorised share capital, there is no limit to how many shares can be issued now and in the future.

      If you issue shares in the future, you will need to complete Form B5. You should get advice before you issue shares to new investors to ensure that there is no tax exposure. It is also advisable to prepare a shareholders agreement.

      All the best,

      Orla

51. 

    Gerry January 9, 2018Reply

    Hi Orla,
    Firstly, thanks for this website, it is a great resource for the general public.
    What is your general advice to people who want to setup a private limited company as partners.
    Example, two friend want to setup a company, everything works great for a few years, however one partner now wants to expand and the other does not , now there is a dispute. My question is what steps can be take when a company is been setup to insure that one partner has no veto regarding the company direction?

    • 

      Orla Linehan Post authorJanuary 29, 2018Reply

      Hi Gerry,

      Many thanks for your comment. This question is more of a legal question, so we wouldn’t be in a position to advise. If you are setting up a company, it is a good idea to contact a solicitor who has experience in this area and draw up a shareholders agreement etc.

      All the best,

      Orla

52. 

    Jake January 14, 2018Reply

    Hi Orla,

    Thanks for the post, some great advice here.

    I’m just wondering if you have any advice for what I should do, I have no idea what steps to take.

    I’m 17 years of age living in Ireland and currently run an online business selling t-shirt designs which are printed by a fulfillment partner in the US and EU. So I don’t have many costs or handle any of the products I sell since I only have to come up with the designs. I don’t know where I start when it comes to setting up the business legally and paying taxes. Since I’m under 18 I’m guessing

    • 

      Orla Linehan Post authorJanuary 29, 2018Reply

      Hi Jake,

      Firstly, well done on setting up the business!

      It would be a good idea to contact an accountant who can guide you through everything. If you are based near Cork, we would be delighted to meet with you.

      Once you are familiar with what accounting records you need to keep and which taxes to watch out for, it becomes relatively straight forward.

      All the best,

      Orla

53. 

    Jake January 14, 2018Reply

    **Since I’m under 18 I’m guessing the business will have to be under my parents name.

54. 

    peter April 5, 2018Reply

    Thanks for your fantastic article Orla , is it okay to register the company now with cro (april) and then register for tax purposes before launch in December ? and how long does it typically take to register the company for tax purposes ?

    • 

      Orla Linehan Post authorApril 9, 2018Reply

      Hi Peter,

      Thanks for the kind comment.

      I would need to know more about the business before I could advise on when to register for taxes.

      It can take a few weeks to register for VAT, depending on how busy the tax office is and whether they need additional information. Therefore don’t leave it too late!

      All the best,

      Orla

55. 

    Jonathan Sheehan May 27, 2018Reply

    Hi Orla,

    I really enjoyed your post great info.
    I have two questions that I hope you can clarify, Is it possible to set up a Plc now for future purpose that will not be needed till next year, and if possible what are possible tax pit falls for plc for rental properties.

    Thanks in advance

    • 

      Orla Linehan Post authorMay 28, 2018Reply

      Hi Jonathan,

      Thanks for your comment!

      Firstly you will need to be sure which company type you need. Generally, a plc is used where a company intends to seek a listing on the Stock Exchange. If you are thinking of forming a plc (public limited company) then I would recommend you get some tax and legal advice before proceeding. Would a private company limited by shares (LTD) be more suitable? See here for more details about company types: https://www.cro.ie/Registration/Company/Company-Type-Information

      Before you make any decisions about renting properties, I would recommend you speak to a tax advisor who has experience in this area. This will help you to plan for your new venture and ensure the proper structures are in place to minimise tax.

      Best regards,

      Orla

56. 

    Michael PATTISON November 5, 2018Reply

    Hi Orla,

    Great info and blog comments. GRMA！

    I have a question about dormant company accounts in Ireland. Is there a simple method of filing dormant company accounts a short form prepared by CRO for this purpose as is the case with Companies’ House in the UK?

    Best,

    Michael

    • 

      Orla Linehan Post authorNovember 6, 2018Reply

      Hi Michael,

      Thanks for your comment! Much appreciated.

      The filings for dormant companies are the same as non-dormant companies. You need to file a form B1 and abridged accounts. You can find more information here on the dormant company audit exemption:
      https://www.cro.ie/Annual-Return/Financial-Statements-Requirements/Audit-Exemption

      All the best,

      Orla

57. 

    Benjamin August 24, 2019Reply

    Hi Orla,

    very interesting & useful blog. Thank you so much for building it!
    I have 3 questions when it comes to the constitution:
    1) how to you declare in the constitution the authorised shares vs the issues shared?
    2) can you confirm that liability is only occurred with issued shares (no liability with authorized shares)
    2) how do you declare in the constitution when you have 2 types of ordinary shares (A and B), type A with all the rights and type B with no voting rights ?

    Thank you again,
    Benjamin

    • 

      Orla Linehan Post authorAugust 26, 2019Reply

      Hi Benjamin,

      Thanks for your comment and your kind words.

      I’ve sent you an email.

      All the best,

      Orla

58. 

    Courtney McNally August 24, 2019Reply

    Hi Orla,

    I love your blog, such great information!
    Is there a place where we can consult the constitution of existing LTD? or at default a place with multiple examples?

    Thanks,
    Courtney

    • 

      Orla Linehan Post authorAugust 26, 2019Reply

      Hi Courtney,

      Many thanks for your comment. I do appreciate it.

      You can find constitutions for different companies on http://www.cro.ie by performing a company search (Search / Purchase Company Info).

      All the best,

      Orla

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