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E-Quick Package |
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 £ 175.00 | No Renewal fees | | |
 This is our most popular package with Republic of Ireland residents, and includes:
 The filing and registration of your company in Dublin
The submission of forms detailing you company's executive officers
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
The formation of your company within 5 to 7 working days
Payment of legal and initiation fees
The lodgement of your bond (if neither of the directors are resident of the Republic of Ireland)
The appointment of your own candidates to the director and secretary roles (a minimum of two directors and a secretary are required who must be individuals)
The following documents will be sent to you via Royal Mail:
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The minutes of the first director's meeting
Share certificates and completed member's register
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Economy Package |
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| £ 325.00 | Renewal fees from £150.00 | | |
This is our most popular package with UK and EU residents, and includes:
The filing and registration of your company in Dublin
The submission of forms detailing you company's executive officers
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
The formation of your company within 5 to 7 working days
Payment of legal and initiation fees
The lodgement of your bond (if neither of the directors are resident of the Republic of Ireland)
The appointment of your own candidates to the director and secretary roles (a minimum of two directors and a secretary are required who must be individuals)
A registered office address in Dublin for one year, provided by Coddan
An application form for the following year's renewal of the registered office address service (the yearly renewal fee for a registered office address is £150.00)
Annual Return and Annual Account reminder
The following documents will be sent to you via Royal Mail:
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The minutes of the first director's meeting
Share certificates and completed member's register
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Premier Package |
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| £ 425.00 | Renewal fees from £250.00 | | |
This is our most popular package with small businesses, and includes:
The filing and registration of your company in Dublin
The submission of forms detailing you company's executive officers
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
The formation of your company within 5 to 7 working days
Payment of legal and initiation fees
The lodgement of your bond (if neither of the directors are resident of the Republic of Ireland)
The appointment of your own candidates to the director roles (a minimum of two directors and are required who must be individuals)
A registered office address in Dublin for one year, provided by Coddan
An application form for the following year's renewal of the registered office address service (the yearly renewal fee for a registered office address is £150.00)
A nominee secretary for twelve months (the yearly renewal fee for a nominee secretary is £100.00)
Annual Return and Annual Account reminder
The following documents will be sent to you via Royal Mail:
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The minutes of the first director's meeting
Share certificates and completed member's register
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Deluxe Package |
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| £ 1,025.00 | Renewal fees from £850.00 | | |
This is our most popular package with overseas residents, and includes:
The filing and registration of your company in Dublin
The submission of forms detailing you company's executive officers
The registration of your £1,000 authorised share capital (a minimum of one share must be issued)
The formation of your company within 5 to 7 working days
Payment of legal and initiation fees
The appointment of your own candidate as one of the directors (a minimum of two directors are required who must be individuals)
A registered office address in Dublin for one year, provided by Coddan
An application form for the following year's renewal of the registered office address service (the yearly renewal fee for a registered office address is £150.00)
A nominee secretary for twelve months (the yearly renewal fee for a nominee secretary is £100.00)
A resident nominee director for twelve months (the yearly renewal fee for a nominee director is £600.00)
Annual Return and Annual Account reminder
The following documents will be sent to you via Royal Mail:
The original laminated Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association
The minutes of the first director's meeting
Share certificates and completed member's register
A pre-signed, undated letter of resignation from the nominee director
A general power of attorney signed by the nominee director
An indemnity letter for the power of attorney
A nominee service agreement which provides for the indemnification of the nominees
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(click here for other packages)
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| 1. Company subscribers may be residents outside the Republic or Ireland.
2. A minimum of TWO company directors are required.
3. Corporate directors are not allowed.
4. A Director can be of any nationality. One of the company Directors must be "resident" in Ireland. In the absence of a resident director a bond in lieu in the sum of £1,620 must be lodged.
5. There is no maximum and no minimum share capital.
6. Duration of the company: An unlimited duration is normally established.
7. The shareholders meeting must be held at least once a year to approve the company financial year accounts.
8. Registered Office Location: It must be in the Republic of Ireland.
9. There are not a minimum number of shareholders required to incorporate a limited company.
10. 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.
 +44 (0) 207.060.0382
+44 (0) 800.081.1510
 info@myllc.co.uk |
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- DEAR VISITORS, Welcome to Coddan online Irish company formation agent. The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. All prices shown at Coddan Web Site (www.myllc.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
 Company Formations In Ireland
Coddan - have been forming limited companies and providing company formation, company registration, company secretarial and legal services in England, Scotland and Ireland since 1993.
Why use Coddan? If you have never started a company or been a company officer before you will no doubt want to use the expertise of one of longest established company registration agencies. Here are some good reasons why using Coddan can benefit your new company. Coddan staff have been providing company registration, company secretarial, corporate and legal services in England, Scotland and Ireland since 1993. Coddan's clients include accountants, solicitors, professional advisers, financial institutions, entrepreneurs, IT contractors, enterprise centres. Coddan do not use nominee directors when incorporating your new company. All of the legal documents for your newly formed company will identify only your nominated company directors - not nominees. This will alleviate undue delays and difficulties in the opening of bank accounts and or the processing of credit applications often associated with new companies on which nominee directors have been used. Coddan are online to the Companies Registration Office and file all of our clients' documents electronically at the CRO usually achieving incorporation in 5 working days.
- Irish Limited Company Registration - What Most People Ask About
Will my choice of company name be approved? The choice of name used in forming a new limited company requires approval by the Registrar of Companies. Company names cannot be reserved or pre- approved in Ireland. Coddan will carry out a preliminary name search, for guidance purposes only, on the proposed company names you indicate to us.
Generally where the name chosen has already been used or is "like sounding" or similar to a name already on the register the Registrar will refuse the name. The Registrar will also refuse a name if it implies State sponsorship or is generally thought to be offensive. Use of certain words such as "bank", "insurance" and "group" requires special permission and further clarification.
The proposed limited company name where possible should include sufficient distinguishing words so as not to conflict with an already existing company name on the register. It is most unlikely that company names such as ABC Limited, DEF Limited or similar will be acceptable for registration as they may not be considered to be distinguishing. Words such as group, service, services, system, international, Ireland are not considered to be sufficiently distinguishing by the Registrar.
The fact that a preliminary name check may indicate a proposed company name as being "available" in no way guarantees that the company name so indicated will be registered at the Companies Registration Office.
Coddan do not recommended that you proceed to the printing of stationary and related products and or engage in contracts in the company name until such time as a Certificate of Incorporation has been issued by the Registrar of Companies.
How many directors must the company have? A minimum of TWO company directors are required. (CORPORATE DIRECTORS ARE NOT ALLOWED) A Director can be of any nationality. One of the company Directors must be "resident" in Ireland. In the absence of a "resident" director a bond in lieu in the sum of £1,620 must be lodged. A "resident" person is one who is present in the State for an aggregate period of 183 days or more each year or the previous year.
Can I use my home address as the 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. This must be in Ireland. This address may be changed at any time by notifying the relevant authorities at the Companies Registration Office. The trading address of the company may be different from that stated as the registered office. All official correspondence is sent to the registered office. We may offer you a Registered Office address in Dublin for £300.00 per year.
Is the registered office address the same as the business trading address? 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 are carried on. There is a legislative requirement to state the centre of administration of the proposed company when applying for registration.
Who are the shareholders? The shareholders (often referred to as, "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. Two or more people may hold shares jointly.
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 the purpose of latitude 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 1,000. The share capital of the company will be expressed in Euro's.
The "issued" or paid up share capital is the shares that have actually been allotted and paid for by the shareholders. Companies Capital Duty of 1% applies on the issue of shares. In the absence of instructions to the contrary all company registrations are completed with the issue of 2 shares of one Euro each.
Can one person own all of the shares? Yes. Proprietors who wish to hold the entire share capital can do so by forming a "Single Member Company".
What about a company secretary? 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.
What are the company's obligations after incorporation? 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. Companies may subject to certain conditions seek to exempt themselves from the requirement to have accounts audited.
An Annual Return must be filed with the Registrar of Companies, together with the appropriate fee. In compliance with the provisions of the Companies (Amendment) (No.2) Act a company failing to file an annual return in respect of any one-year may be struck off the index by the Registrar of Companies.
The First Annual Return (ARD) date in the case of a newly registered private limited company will be six months from the date of registration.
Can Coddan help with all of the above? Yes, Coddan upon receipt of you completed application, will check and advise you upon the availability or otherwise of your proposed company name, generate the necessary pre-registration & legal documents required to incorporate your proposed new company and upload these documents to your inbox for printing and signing.
How long will the process take to complete? Once the properly signed pre-registration documents have been returned to us, Coddan will electronically file and administer to 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 (sometimes a little sooner, depending on volumes at the CRO) after which Coddan guarantee to send your completed company formation package to you within two days by registered post.
- What are the different types of limited company?
There are four types of limited company:
A private company limited by shares: The members' liability, if the company is wound up, is limited to the amount, if any, unpaid on the shares they hold. The maximum number of members is 50. This is the standard limited company, the most common type of company structure operated by the majority of small to medium sizes business concerns and the company structure formed "as new" by company promoters when starting up in business.
A company limited by guarantee not having a share capital: As this is a public company, there must be a minimum of seven members. The members' liability is limited to the amount they have undertaken to contribute to the assets of the company, in the event it is wound up, not exceeding the amount specified in the memorandum. If a guarantee company does not have a share capital, the members are not required to buy any shares in the company. This type of company is generally favoured by charities, professional bodies, clubs, sporting associations etc. This company structure is the most suitable vehicle for such entities as the benefits of separate legal personality and of limited liability without the requirement of the members to raise funds is clearly defined.
A company limited by guarantee having a share capital: As will be a private company if the maximum number of members is 50. The members have liability under two headings; firstly, the amount, if any, that is unpaid on the shares they hold, and secondly, the amount they have undertaken to contribute to the assets of the company, in the event that it is wound up.
A public limited company: The PLC as it is more commonly known. This type of company must have a minimum of seven members. Their liability is limited to the amount, if any, unpaid on shares held by them. It should be noted that it is unlawful to issue any form of prospectus except in compliance with the Companies Acts1963-2003. The nominal value of the company's allotted share capital must not be less than €38,092.14, at least 25% of which must be fully paid up before the company commences business or exercises any borrowing powers.
- Irish Limited Companies - Company Compliance & Company Maintenance
If you have never worked as and or been a company officer before you should note the primary compliance requirements that are imposed on a Private Limited Company by virtue of the Companies Act.
Principle amongst these requirements is: the maintenance of the statutory registers of the company namely: Register of Members; Register of Directors and Secretaries; Register of Directors and Secretaries Interests; Register of Debenture Holders; Minute Books; Directors Service Contracts and Contracts to purchase own Shares.
(The Company Register - Coddan provide as part of its company formation packages a hard bound combined version of the statutory registers to enable you or your Company Secretary to carry out the necessary procedures).
Filing of an Annual Return. Filing an Annual Return - Every company must file an annual return in compliance with the company's' ARD date. - Coddan provide an Annual Return Filing service to assist you or your Company Secretary in adhering to timely compliance.
- Changing the Details of Your Company
You have an obligation to file notification of any changes that may occur in your company. Some of the more common changes (amongst many) are changes to: company directors, company secretary and in the situation of the registered office address of the company. Notification of all of the aforementioned changes are required to be filed with the Registrar within 14 days of the change taking place. Coddan' company secretarial section will be pleased to handle the filing of these changes in addition to the more complex matters that may arise from time to time such as the further issue of shares, filing of annual return, changes to the company's structure, changes to the company's objectives, company termination and or company restoration.
- Private Company Secretarial Consultancy
Either through lack of time and or knowledge of current corporate compliance procedures, you may choose to utilise Coddan comprehensive company secretarial consultancy service to relieve you of the time-consuming routine obligations demanded by the Companies Act, 1963 to 2003. Advice and professional assistance is also available on less routine matters. Whether you are a company director, an accountant, lawyer, or a named company secretary we can help you.
Coddan will provide you with expert support drawing on our extensive experience and technical knowledge of corporate compliance procedures. Our company secretarial department is familiar with the problems and issues you may encounter and how best to deal with them. Coddan's Private Limited Company Secretarial consultancy service covers and assists you with regard to the following matters:
Annual Returns. Every Company is allocated an Annual Return Date. Essential company information must be filed at the CRO each year. We will send you the completed form(s) in good time before the filing deadline. All you need to do is confirm your company's details, sign the form(s) and return it to us. In the case of a company's first annual return this must be filed six months from the date of registration.
Annual General Meetings. We will send you a reminder note when your AGM is due and all the necessary documents in order for you to correctly call and hold your company's AGM.
Annual Accounts. To avoid incurring late filing fees and penalties at the CRO, we will send timely reminders of the Annual Return (ARD) filing deadline date to which your company's accounts are required to be annexed. We will also advise you of the necessary accounting requirements.
Register Maintenance. We will maintain all of the necessary statutory registers for your company in order to ensure your company details are kept up-to-date and ready for inspection in compliance with existing legislation.
First Board Meeting. This meeting, held shortly after incorporation, establishes the basic structure of your company. We will arrange the Minutes of the meeting, all transfer documents, where appropriate and prepare share certificates ready for signing by the director(s).
Registered Office. The current and correctly registered office address of a company must be recorded at the Companies Registration Office at all times. We will file notification of any change in the situation of your company's registered address upon being advised of such change by you.
The annual fee for company secretarial consultancy is £470.00 incl. VAT per company. Any additional consultancy work - e.g. changes to the company's officers, shareholding or constitution - is charged separately.
- Registering your Limited Company in Ireland - Online!
Forming a limited company in Ireland and having your company registered at the Irish Companies Registration Office is easy using Coddan 's online ordering facility.
Step 1. Once you have all of the proposed details of your company to hand go to the Online Order section on this site and input the required information. Coddan will check your proposed company name for availability at the CRO and advise you of any potential conflicts with companies already on the register of companies.
Step 2. Coddan will then Fast Track your application, drafting the necessary Memorandum & Articles of Association with the principle objectives specifically drafted for your new company based on the description you provide to us in the Online Order Form then, after a short while check your e-mail inbox for pre-registration and legal documents that will require your signature(s).
Step 3. Check, verify then, print off, sign and return the documents to us. Once returned to us we then as members of the Companies Registration Office electronic filing scheme, electronically file your proposed company's documentation at the CRO.
Step 4. Your new limited company, subject to the agreement of the Registrar of Companies will be registered in 5 working days (sometimes sooner depending on volumes at the CRO).
Step 5. Coddan will then process finalise and send to your indicated contact address (by registered post) your new limited company formation package. All of the legal documents required to enable you to legally start trading your new limited company, once registered, and proceed to open a bank account will be provided to you.
- The Business Environment. General Information
Ireland sometimes known by its Irish name of Eire, forms with the United Kingdom part of a group of islands situated at the continental shelf off the north west coast of Europe. Politically, the Republic of Ireland consists of 26 counties of the island of Ireland, while the remaining 6 northeastern counties all form Northern Ireland which is part of the United Kingdom of Great Britain and Northern Ireland. Where the word "Ireland" is used in this book it is to be taken to mean the "Republic of Ireland". The total area of the island is 84,421 square kilometers of which Northern Ireland comprises 14,139 square kilometers. The climate is relatively mild and temperatures are uniform throughout the country. The coldest months are January and February with average daily temperatures between 4°C and 7°C while July and August are the warmest (14°C to 16°C).
- Government and Law
The Republic of Ireland is a parliamentary democracy that obtained its independence from the then United Kingdom of Great Britain and Ireland in 1922 as the Irish Free State. It became a republic in 1948 and under its constitution, adopted in 1937 by a referendum, the president, who is elected by adult suffrage for a period of seven years with a right to re-election for a second term, is the head of State.
The supreme legislative authority is the Oireachtas (parliament) consisting of twohouses, the Seanad with very limited powers, and Dáil Éireann consisting of Membersof Parliament elected by adult suffrage. The political environment is stable and has over recent decades been dominated by parties of centre or a centre right persuasion. Ireland is a member of the European Union (EU) having joined in 1973 and is also a member of most major international organisations, but retains a neutral stance on military matters.
Irish law is based on common law as modified by subsequent legislation and by theConstitution. In accordance with the Constitution, justice is administered in public in courts established by law. Judges are appointed by the president on the advice of the Government. Judges have guaranteed independence in the exercise of their functions and can only be removed from office by resolution of both houses of parliament. All courts are governed by the jury system other than the Special Criminal Courts and the Supreme Court, where decisions are made by Judges.
- Demographic Data
Ireland has a population of approximately 3,900,000 with the greatest concentration being on the east and south coasts. Overall population density is 55 persons per km sq. which is markedly lower than the European average. Currently it is estimated that 40% of the Irish population is under the age of 25. This compares with the European average of approximately 30%.
- Language and Currency
English is the predominant language in Ireland notwithstanding that the Constitution recognises Irish (Gaelic), as the first official language. The unit of currency in Irelandis the Euro which is divided into one hundred cent(c).
- Economic Data
Government economic policies are directed towards the creation of a stable economic environment, which is supportive of the needs of business. Ireland's economic growth rates in recent years have consistently been among the highest of the OECD countries. The expected upturn in the global economy should result in stronger growth during the course of 2002 with the OECD predicting growth to accelerate to around 6% in 2003. Labour costs in Ireland are among the most competitive in Western Europe. The most recently available figures from the Central Statistics Office (CSO) show the average hourly costs of industrial workers as: manufacturingindustries €12.17 per hour, other industries €12.52 per hour.
Ireland has one of the longest average working weeks in Europe at 42 hours including overtime and because of fewer public holidays, the longest working year. There are nine public holidays which, when added to average holidays of four weeks give a total of non-working days of 29. This compares with a European average of 36.5 days.
- Business Entities
Private Limited Companies. Private limited companies are the most common form of business entity used in Ireland. Essential features of a private limited company are: the liability of members is limited to the amount, if any, unpaid on the shares held by its members. The maximum number of members is limited to 50 with a minimum of 1. A member's right to transfer his shares is restricted. A private limited company is required to show the word limited (which may be abbreviated to "Ltd") in its name. A 1% capital duty is payable upon the issue of shares in limited companies. The primary legislation governing the incorporation of companies are the Companies Acts 1963 to 2003. The company itself will be governed by its Memorandum of Association and the Articles of Association. Every company must maintain a registered office in the Republic of Ireland. The share capital of private limited companies may be denominated in any currency and the currency adopted is generally dictated by the company's commercial requirements. The minimum number of members is one and the member must hold at least one share. The executive powers of the company lie with the directors who are responsible for the day to day running of the company. Every company must have a minimum of two directors, one of which must be resident in the Republic of Ireland (except where a bond is in place or a real and continuous link certificate is obtained).
Any individual may act as a director, provided he or she has not been disqualified by the Courts from holding such an office. A company is also required to have a company secretary and individuals or corporate entities may hold this position. The secretary is normally responsible for administrative matters such as ensuring compliance by the company with the various filing obligations as set out in the Companies Acts.
Public Limited Companies. Public limited companies have many of the characteristics of private limited companies with the key differences being: shares in a public limited company are freely transferable. There is no restriction on the number of members but the minimum number is seven. Shares may be issued to the public and may be listed on the stock exchange. As with private limited companies, the Memorandum and Articles of Association set out the objectives and rules of the company. Similarly there is no limit on the level of the issued share capital, but a minimum of €38,093 of share capital must be issued, of which 25% must be paid up. The name of the public limited company must include the letters "plc". Only a public company may offer shares or debentures to the public, although these need not necessarily be quoted or dealt with on a stock exchange.
Single Member Private Limited Companies. A variation of private limited companies permitted under the European Communities (single member private limited companies) Regulations 1994 is the private limited company with a single shareholder. This is often suitable for wholly owned subsidiaries and is an ideal vehicle for inward investors since it reduces administration requirements and eliminates the need for nominee shareholders. Single member private limited companies may also choose not to hold annual general meetings but in other respects are similar to private limited companies.
Unlimited Companies. This is a formal business entity where the members are jointly and severally liable for the debts of the company and thus have unlimited liability. A number of advantages arise from this form of body corporate and these can be summarised as follows: capital duty 1% is not payable on the issue of shares in an unlimited company. An unlimited company may, without formality, purchase its shares from its members and may reduce its share capital without recourse to the Courts. An unlimited company is not required to file a copy of its annual accounts with the Registrar of Companies (provided at least one of its members has unlimited liability). Whilst in practice, unlimited companies are broadly similar to limited companies, their usage is confined to situations where the members wish to avoid the public disclosure associated with filing of accounts with the Registrar of Companies, where it is undesirable to incur the 1% capital duty arising on the issues of shares or lastly when an entity is required which may be disregarded or treated as transparent under the law of the investing country.
Branches of Foreign Corporations. A branch is a division of a foreign company trading in Ireland, which has an appearance of permanency, has a separate management structure, has the ability to negotiate contracts with third parties and has a reasonable degree of financial independence. EU regulations have been implemented which impose a similar registration regime on branches as that imposed on local companies. Foreign companies setting up a branch in Ireland are required to file basic information with the Registrar of Companies. These include certified copies of the documents of Constitution, particulars of the director and secretary and certain other information. In addition, the foreign company is obliged to file such accounts as it would have been required to file were it incorporated in Ireland. These accounts should include the results of the branch operation but separate branch financial statements are not required.
A foreign company undertaking business in Ireland from a fixed place of business, not being a branch, must file a copy of the company's Constitution together with a list of the directors of the company and the address of the place of business with the Registrar of Companies. On receipt of the above, the Registrar will issue a Certificate of Registration to the business. If the foreign company, which has a place of business in Ireland (which is not a branch), would be regarded as a public limited company if they were registered in Ireland, it is required to file annual accounts with the Registrar of Companies.
- Formation, Incorporation and Obligations on Companies
The incorporation of a body corporate is normally undertaken by specialized formation agents. A Formation Agent is required to file the Memorandum and Articles of Association and provide details regarding the directors and secretary together with the necessary capital duty to the Registrar of Companies. Private companies may commence trading immediately on incorporation but public companies need to wait until they have obtained a certificate from the Registrar entitling them to do so. The incorporation of a company generally takes five days. The new shareholders can amend the Memorandum and Articles of Association and appoint new directors.
In accordance with the Companies Acts 1963 to 2003 companies are required to keep proper financial records. The directors are also required to prepare accounts on a periodic basis which a give a true and fair view of the state of affairs and results of the company for its financial period.
Irish incorporated companies, subject to certain limited exceptions related to the size of the company, are required to have their financial accounts audited by a registered auditor. The date to which financial statements are prepared is at the discretion of the company and can be changed at any time by a resolution of the directors. A new exemption was introduced whereby a company is exempt to have its accounts audited subject to meeting certain criteria.
Where a company has more than one shareholder, the Companies Acts require that an Annual General Meeting (AGM) be held each year so that the accounts can be put forward to the members. The first AGM of the company must be held within eighteen months of the date of incorporation of the company and thereafter within nine months of the end of the company's accounting period. A single member company may, if it wishes, dispense with annual general meetings.
The audited accounts of the company form part of its annual return which are required to be filed with the Registrar of Companies. On 1st March 2002, every company on the register was allocated an Annual Return Date (ARD). The accounts attached to a company's annual return may predate the date to which the return has been made up to no more than nine months. Annual Returns dated offer 1st March 2002 must be filed with the Registrar of Companies within 28 days of the date to which they are made up to. Unlimited companies with at least one member having unlimited liability are not required to annexed the annual audited accounts to the annual return. The annual return will contain current information on the following: authorised and issued share capital of the company. Shareholders of the company. Directors and secretary. Registered office of the company. The format of the financial statements to be filed with the annual return is prescribed in the Companies Act 1986 and will vary depending on the size of the company into small, medium or large. Specific criteria based on turnover, balance sheet assets and average number of employees are used in determining the category of the company.
The larger the classification of the company the greater the disclosure required. Consolidated accounts of the group are not filed in abridged format regardless of the size of the group. There is however no need to further file the individual accounts of the group members when consolidated accounts are filed. Similarly where the Irish company is a subsidiary of an EU incorporated parent, it need not file its own accounts providing the parent company supplies a guarantee in respect of the liabilities of the Irish subsidiary and a copy of the parent's consolidated accounts is annexed to the annual return of the Irish company.
Where a company or person uses a business name, which is different from its legal name, the business name must be registered with the Registrar of Business Names.
- Capital Structure
A company's authorised capital and the division of that capital into shares, should be set out in the company's Memorandum of Association. Shares of no par value are not permitted and shares may be of different classes having different voting, dividend andother rights. Ordinary shares usually have voting rights with no restriction on dividend rights. Preference shares usually have the right to a fixed preferential dividend, with no voting rights unless dividends are in arrears or other specified circumstances exist.
Irish Company law distinguishes between Equity and Non-equity share capital. Equity shares are essentially all shares that have a right to participate without an upper limit in income, capital or both. They form the basis for one of the tests for determining whether a parent\subsidiary relationship exists between the two companies.
There is no requirement that some part of the share capital or debentures in a company be held by Irish nationals as opposed to non-nationals.
- Unincorporated Bodies. Partnership - General and Limited
Almost any form of business may be carried on in the Republic of Ireland by a partnership. A partnership is an association of persons wishing to carry on business in common, normally sharing both in management and profits. Most partnerships, other than accountants and solicitors, are limited to 20 members. There is no requirement that all or any of the partners should be Irish nationals and a body corporate may be a partner. In general, the partners are not only jointly liable to the creditors of the partnership for the debts of the firm but each partner is also personally liable for all the debts of the firm not satisfied by the partnership assets. Unless otherwise agreed, in writing, partners share equally in profits and losses. The rights and obligations of partners are governed by a partnership agreement and by the Partnership Act of 1890.
It is also possible to establish what is known as a limited partnership, which is governed by the Limited Partnership Act of 1907. Such a partnership is comprised of at least one general partner (who has unlimited liability) and one or more limited partners. Limited partners are liable for partnership obligations only to the extent of cash and property they contribute. Whilst general partnerships are not obliged to file their accounts with the regulatory bodies, a limited partnership will be obliged to file its accounts for public record with the Companies Office if the general partner in the partnership is a limited company.
- Sole Proprietorship
An individual setting up business as a sole proprietor is the most rudimentary business form. There are few legal formalities or costs associated with the operation of a business as sole proprietorship and this form of business entity appeals primarily to small enterprises. Because the business is undertaken directly by the owner, he or she is personally liable for the business obligations and may be required to pledge personal assets as collateral when borrowing funds.
- Taxation
The Irish Government operates a Pay As You Earn (PAYE) tax system for employees. The employer is obliged to deduct the employee's tax each month at source and remit it to the Revenue authorities.
- Alternative Employee Benefits
The Irish economy experienced rapid growth during the latter half of the 1990's with relatively low rates of inflation. In order to ensure that employees with specialised skills were retained, employers have availed of a range of alternative employee benefits that may be offered to employees. These benefits may be offered in a way that is tax efficient for both the employer and also the employee, and include: Share Options, Profit Sharing, Pension and Benefits in Kind.
- Social Security Costs
Social security in Ireland is provided by means of social welfare insurance known as Pay Related Social Insurance (PRSI). It is compulsory for all employees aged 16 and over to be covered by social insurance. Both employers and employees contribute towards the scheme and the contributions are calculated as a percentage of earnings. The employer is responsible for the administration and payment of both employer and employee PRSI contributions. PRSI is not paid on benefits in kind or on occupational pensions. Employer contributions range from 8.5% for employees earning less than €356 per week to 10.75% for employees earning in excess of €356 per week. The standard contribution rate for most employees (PRSI Class A1) is 6%.
- Accounting and Audit Requirements. Statutory Requirement
Partnerships and sole traders are under no statutory obligations to prepare annual accounts or to have them audited (although some form of accounts is usually required for fiscal purposes). Companies incorporated under the Companies Acts are, however, subject to extensive statutory requirements, which are described below.
- Accounts and Directors' Reports
The directors must prepare financial statements, lay them before the shareholders in general meeting and file a copy of the financial statements with the Registrar of Companies within 60 days after the annual general meeting for the financial year to which they relate. The annual general meeting must be held: within 15 months of the previous annual general meeting. Within nine months of the company's year end, and once in every calendar year. Subject to the provision that the first annual general meeting must be held within 18 months of incorporation it is not necessary to hold an annual general meeting in the year of incorporation or in the following year. The accounts must comprise of the following for both the company and the group: A profit and loss account (income statement) covering the financial period. A balance sheet as at the end of the financial period, and notes giving certain supplementary information and disclosures.
The accounts must give a true and fair view of the company's affairs and, subject to certain size criteria, be accompanied by the auditors' report. The audited accounts and a directors' report dealing in general terms with the company's state of affairs and making a number of statutory disclosures must be sent to shareholders at least 21 days before the annual general meeting.
Financial statements must be drawn up according to generally accepted accounting principles in Ireland (GAAP) and in the format described by the Companies Acts. Irish GAAP is synonymous with that of the United Kingdom as the Irish accounting profession works closely with its counterparts in the U.K. in formulating standards.
- Books and Records
Companies incorporated under the Companies Acts are required to keep proper accounting records. These must contain the information necessary to disclose with reasonable accuracy, at any time, the company's financial position at that time, and to enable the directors to prepare accounts in compliance with the requirements of the Companies Acts 1963 to 2001. The accounting records must be retained for six years and must record: all sums of money received and expended and the matters in respect of which the receipt and expenditure take place all sales and purchases of goods and the assets and liabilities.
The accounting records must be kept at the company's Registered Office (which must be located in the Republic of Ireland) or at such other place as the directors think fit. The only general law regarding the form in which accounting records are kept is that, if not kept in legible form, they must be capable of being reproduced in a legible form. Computer records are therefore acceptable provided that the company has the ability to print them out in hard copy form.
- Auditors and Audit Requirements
Whilst there is no general statutory requirement that the accounts of an unincorporated business should be audited, all companies incorporated under the Companies Acts must, subject to certain size criteria, appoint an independent auditor. In certain other cases there may be relevant legislation imposing audit requirements. In order to be qualified for appointment as auditor of an incorporated company, a person must: be a member of a body of accountants recognised for the purpose by the Minister for Enterprise, Trade and Employment and holds a valid practising certificate for such a body or:
Hold an accountancy qualification that is, in the opinion of the Minister for Enterprise, Trade and Employment, of a standard which is not less than that required for such membership as noted above and which would entitle that person to be granted a practising certificate by that body if he were a member of it, and is for the time being authorised by the Minister to be so appointed.
The legislation also provides that officers of the company, relatives of officers of the company, persons who are partners of or in employment of an officer of the company, persons who were officers of the company during the period in respect of which accounts are to be audited and body corporate are barred from being appointed auditor. Most companies appoint practising accountants or firms of accountants as auditors and, in addition, frequently look to them for other services, including advice on taxation and other financial matters. The auditors are required to make a report to the shareholders on the accounts examined by them and on every balance sheet, profit and loss account (income statement) and all group accounts laid before the company in general meeting. The auditors' report must note:
Whether they have obtained all the information and explanations which to the best of their knowledge and belief were necessary for the purpose of their audit. Whether, in their opinion, proper books of account have been kept by the company. Whether, in their opinion, proper returns adequate for their audit have been received from branches of the company not visited by them (where applicable). Whether the company's balance sheet and (unless it is framed as a consolidated profit and loss account) profit and loss account are in agreement with the books of account. Whether, in their opinion, the financial statements have been properly prepared in accordance with the provisions of the Companies Acts 1963 to2003 in the manner so required and give a true and fair view in the case of the balance sheet, of the state of the company's affairs as at the; end of the financial year; in the case of the profit and loss account (if it is not framed as a consolidated profit and loss account) of the profit or loss for the financial year; in the case of group accounts, of the state of affairs and profit and loss account of the company and its subsidiaries, so far as concerns members of the company.
Whether, in their opinion, there exists at the balance sheet date a financial situation where the net assets of the company are half or less of the amount of the company's called-up share capital, which would require the convening of an extraordinary general meeting of the company. Whether, in their opinion, the information given in the report of the directors is consistent with the accounts (not applicable in the case of unlimited companies). The Auditor is also required where in the course of, and by virtue of, carrying out an audit information comes into his possession that leads him to form the opinion that there are reasonable grounds for believing that the company, or an officer or agent of the company, has committed an indictable offence under the Companies Acts he must notify his opinion to the Director of Corporate Enforcement and provide details of the grounds on which he has formed that opinion.
- The Tax System. The Tax Structure
Taxes, in Ireland, are levied primarily by central government. There are also local taxes known as "rates" (based on property values) which are assessed and collected by local and municipal authorities. The care and management of direct taxes such as Income Tax and Corporation Tax, and of indirect taxes such as customs and excise duty and Value Added Tax is entrusted to the Revenue Commissioners. The Revenue Commissioners are appointed by the Taoiseach (Prime Minister). The Department of the Revenue Commissioners is divided into branches, one of which is the Office of the Chief Inspector of Taxes. Inspectors of Taxes are appointed by the Revenue Commissioners and are deployed throughout the country in various tax districts. The principle source of Irish Tax Law is found in the Taxes Consolidation Act of 1997 and Finance Acts introduced at yearly intervals.
- Principal Taxes
Taxes on income and gains: Corporation Tax; Income Tax; Capital Gains Tax.
Taxes on transactions: Value Added Tax; Custom and Excise Duties; Stamp Duties; Capital Duties; Capital Acquisitions Tax.
Income Tax Structure. Under the Irish system, income is taxed if it falls within one or other of the schedules set out below. Income from various sources is grouped for assessment purposes under the relevant schedules and the rules for measuring the income assessable are contained in the Taxes Consolidation Act of 1997.
Income Tax Schedules. Schedule C. Public Revenue Dividends and Interest Payable out of public revenue Dividends and other distributions from Irish companies. As indicated above, income is classified according to it's source and different rules are applied to measure the income under each schedule. The income so calculated is then aggregated and charged to tax. Companies are assessed to Corporation Tax in respect of the total profits (including Capital Gains Tax) arising in each accounting period, income being computed under the schedules as for Income Tax.
Individuals are assessed for Income Tax at progressive rates in respect of each tax year. The tax year begins on the 1 January and ends on the 31 December. Income is taxed on a current year basis, which means that all income falls to be taxed in the year in which it is receivable. The only slight deviation therefrom is that individuals assessed under cases I and II of Schedule D are taxable on the income of their financial year of 12 months ending in the tax year i.e. their year end is deemed to be coterminous with the tax year ending on the following 31 December.
International Aspects. Resident corporations (those centrally managed and controlled or incorporated in Ireland), resident individual partners and trusts are subject to tax on their worldwide income and capital gains. Non-resident corporations are subject to Corporation Tax on profits (including capital gains) related to a trade carried on in Ireland through a branch or agency and to Income Tax on any other income arising from Irish sources. Individuals, partnerships and trusts which are non-resident are liable to Income Tax only on Irish source income and are not generally liable to Capital Gains Tax except on gains from assets connected with a trade carried on in Ireland or deriving their value from Irish land and buildings. The Republic of Ireland has an extensive network of tax treaties under which double taxation of non-Irish income and gains is generally avoided. This is done by granting a credit for the foreign tax against Irish tax arising. Where treaty relief is not available, unilateral relief generally treats the foreign tax paid as an expense in arriving at profits chargeable to taxation, although in certain circumstances, it treats the foreign tax paid as a credit in arriving at Irish Corporation Tax payable.
Geographical Source of Income. Income arising from investments is deemed to arise in the country in which the investment is located e.g. dividend income is deemed to arise at the place where the share register is maintained. Income from employment is usually regarded as arising in the country where the work is carried out, subject to any provisions in the relevant double tax treaty.
Administration. The Irish tax system is based on self-assessment. All Income Tax payers must file a return of income on or before the specified return date which is not later than 31 October in the year after the year of assessment to which the return relates. Companies are required to file returns of income within 9 months of the end of the accounting period of the company. Taxpayers failing to file by the required date are subject to a surcharge of up to 10%.
- Corporate Tax Payers. Tax Returns and Assessments
A corporation (company) is required to file a Corporation Tax return for each accounting period showing the profits liable to tax, specifying each source of income and the amount arising from it. The return must also show particulars of such disposals and any capital gains or losses arising as well as charges on income deductible from the total profits. Details of the acquisition of assets are also to be provided for the purposes of tax legislation. The company's liability to Corporation Tax is computed by the company itself or by its agent on its behalf. Where a company defaults in submitting a return to the Inspector of Taxes an assessment may be raised.
Payment. The Finance Act 2002 introduced significant changes to the preliminary tax payment dates for corporation tax. Under the new provisions, companies will pay preliminary tax of at least 90% of the liability for the accounting period one month prior to the end of that period. There is a transition period from 1 January 2002 to 31 December 2005 during which the new provisions will be gradually introduced.
Tax Audits. The Revenue Commissioners examine returns submitted in varying degrees of detail and make any enquiries they deem ap
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