Company Formation & Company Incorporation in the Republic of Ireland:
Irish Company formation and company registration for the formation of a limited company has never been easier. Company registration with a full set of company documents for as little as
£280.00. We have a companies formation service to suit everyone's needs, please see below.
Coddan Companies Formation Agent LTD: packaged online company formations for occasional users, with payment by credit card or wire transfer.
Your Irish company will be registered in just a few days using our online incorporation system, simply select the package that suits your requirements and call 0800 081 1510 with you company name, delivery address and payment details. We will also need to know the "Objects" for you company to include them in the Memorandum of Association.
We will register your new company in the Republic of Ireland with your intended directors, company secretary, registered office and shareholders all in place and recorded at Companies Registrar at the time of registration, although we can of course still use our nominees for registration purposes if you prefer. We complete all the minutes, statutory registers and official documents on your behalf, and ensure that all necessary forms and resolutions are correctly filed with the Registrar of Companies.
While our new division company formations Ireland will form your limited company, Coddan can also assist you in meeting your ongoing company secretarial obligations. We can prepare your company's annual returns, minutes of annual general meeting, directors' resolutions and of course your year-end accounts so that you do not miss your filing deadlines. Irish companies may now be struck off the register for failing to file their annual return and accounts.
Incorporation of a Private Company Limited by Shares:
Necessary Documentation. The following documents are required: Memorandum and Articles of Association and Companies Office Registration Form A1.
Memorandum and Articles of Association. The Form of Memorandum is set out in Table B of the Companies Act, 1963 and it must be divided into paragraphs and numbered consecutively. The Memorandum and Articles must be printed in accordance with the directions. It must be divided into paragraphs and numbered consecutively. Photocopies are not acceptable.
The Memorandum must be completed as follows: The name of the company must be stated with limited or teoranta as the last word of the name. The objects of the company must be stated. It must state that the liability of the members is limited. It must also indicate the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount. A subscriber to the Memorandum may not take less than one share. All subscribers must sign the Memorandum; their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated. Each subscriber must write opposite his name the number of shares which he will take. All the subscribers must sign the Articles, their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated.
Regulations for the management of a Private Company Limited by Shares are set out in Table A, Part II, of the Companies Act, 1963. A company that wishes to adopt these Regulations as its Articles, may do so by submitting a document headed in the usual manner and stating that the company wishes to adopt as its Articles, Part II of Table A. These regulations also apply to a Company Limited by Shares registering Articles of its own in so far as its Articles do not exclude or modify the Regulations contained in Table A.
Form A1 must be completed as follows: The Declaration of compliance must be completed by either (a) a solicitor engaged in the formation of the company or (b) a person named as director or secretary of the company. The Companies Capital Duty Statement must be completed and signed. Particulars of directors and secretary must be given. All first names must be set out in full. The home addresses of directors/secretary are required. There are no restrictions on the commencement of business by a private company.
Incorporating a company with limited liability without including the word "limited" or "teoranta" in the company's name. The word "limited" or "teoranta" may be dropped from the company's name where the objects of the company will be the promotion of commerce, art, science, education, religion or charity. In addition, the company's memorandum or articles of association must state that: (a) the profits of the company (if any) or other income are required to be applied to the promotion of the objects; (b) payment of dividends to its members is prohibited; (c) all assets which would otherwise be available to its members are required to be transferred on its winding up to another company whose objects are the promotion of commerce, art, science, religion or charity.
Incorporation of a Public Limited Company. Necessary Documentation. The following documents are required for incorporation: Memorandum and Articles of Association and Companies Registration Office Form A1.
Memorandum and Articles of Association. The regulations for management of a Public Limited Company are set out in Table A Part 1 of the Companies Act, 1963. The Memorandum and Articles must be typed or printed and must be signed by all subscribers. They must be divided into paragraphs and numbered consecutively. Photocopies are not acceptable. Particulars required in Memorandum: The name of the company with public limited company or cuideachta phoiblí theoranta as the last words of the name.
It must state that the company is to be a Public Limited Company. The objects of the company must be stated. It must state that the liability of the members is limited. The amount of share capital (minimum is €38,092) with which the company proposes to be registered and the division thereof into shares of a fixed amount.
Further Information. A subscriber to the Memorandum may not take less than one share. The subscribers must sign the Memorandum. Their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated. Each subscriber must write opposite to his name the number of shares which he will take. The subscribers must sign the Articles, their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated.
Requirement to have a Trading Certificate before commencement of Trading. Commencement of Trading. A Public Limited Company must not commence any business or exercise any borrowing powers until a certificate entitling it to commence business has been issued by the CRO. Before such a certificate can be issued the company must file Form 70in accordance with Section 6 of the Companies (Amendment) Act, 1983, which confirms that the nominal value of the company's share capital is not less than €38,092 of the company's shares allotted.
Prospectus. The word "Prospectus" is defined in Section 2, Companies Act, 1963 as "any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase any shares or debentures of a company". It is unlawful to issue any form of invitation to the public to purchase shares in a company unless it is issued with a prospectus in compliance with the Companies Acts, 1963 - 1999. An offer made to existing holders of shares or debentures is regarded as coming within the scope of this definition if it gives the rights to renounce in favour of other persons, and it is accordingly required to be filed.
Incorporation of a Company Limited by Guarantee. Necessary Documentation. The following documents are required for the incorporation of a company limited by guarantee: Memorandum and Articles of Association and Companies Registration Office Form A1.
Memorandum and Articles. A Company Limited by Guarantee and not having a share capital is a public company. The form of Memorandum and Articles of Association is set out in Table C of the Companies Act, 1963. All members incorporating the company must sign the Memorandum and Articles. This type of company must have at least 7 members. A Company Limited by Guarantee and having a share capital is a private company. The form of Memorandum and Articles of Association is set out in Table D of the Companies Act, 1963. Each member must sign the Memorandum and Articles. Its number of members cannot exceed fifty. The Memorandum and Articles must be printed and must be divided into paragraphs and numbered consecutively. Photocopies are not acceptable. A public or private guarantee company must state in its Articles the number of members with which it proposes to be registered. The Memorandum must contain the following: The name of the company with limited or teoranta as the last word of the name. The objects of the company. The liability of the members is limited. A statement that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member, for the payment of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributors among themselves, such amount as may be required, not exceeding a specified amount and subject to a minimum of €1.27. In the case of a company having a share capital the Memorandum must also state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount. A subscriber to the Memorandum may not take less than one share. The subscribers must sign the Memorandum and Articles; their addresses and descriptions (occupations) must be stated and their signatures must be witnessed and dated.
Form A1 must be completed as follows: Declaration of compliance must be completed by either (a) a solicitor engaged in the formation of the company or (b) a person named as director or secretary of the company. Particulars of directors and secretary must be given. All first names must be set out in full. The home addresses of directors/secretary are required. It is not necessary to complete the Companies Capital Duty Statement Section. There are no restrictions on the commencement of business.
Requirements following Incorporation of a Company. Change in place of registers. Those who are entitled to inspect the following records are the members of the company, who may do so without charge, the officers of the company and the general public:
Register of members. The register of members must be kept within the State at the registered office of the company, or any other office of the company at which the work of making it up is done, or if the company arranges with some other person for the making up of the register to be undertaken on behalf of the company by that other person, at the office of that other person at which the work is done.
Register of debenture holders. The register of debenture holders must be kept at the registered office of the company, or any other office of the company at which the work of making it up is done, or if the company arranges with some other person for the making up of the register to be undertaken on behalf of the company by that other person, at the office of that other person at which the work is done.
Register of directors' and secretary's interests in shares and debentures. The register of directors' and secretary's interests in shares and debentures is required to be kept at the same office as the register of members.
Copies of directors' service contracts/memoranda. Copies of directors' service contracts/memoranda must be kept at the registered office, or the place where the register of members is kept if other than the registered office, or at the company's principal place of business.
Notice of change in place. If either the address where the register of members, register of debenture holders, register of directors' and secretary's interests in shares and debentures, or directors' service contracts/memoranda are kept is (a) different to that of the registered office, or (b) being changed to that of the registered office from a different office, or (c) being changed from one address to another address which is not that of the registered office, Form B3 (Available from the Associated Downloads section on this page) must be filed. Any change in place must also be notified to the CRO on this form within 14 days of the event.
Registered office change. Every company is required by law to file a notice of the situation of its registered office in the State. This is the address to which all-official documents, notices, court papers are required to be sent by law. The address must be a physical location, not just a post office box number because people have the right to visit the company's registered office to inspect certain registers and documents and to deliver documents by hand. A company may notify any change in the location of its registered office by sending a completed Form B2 (Available from the Associated Downloads section on this page) to the CRO. This notification ought to be filed within 14 days of the change. It is an offence not to notify the CRO.
Company officer change. Form B10 (Available from the Associated Downloads section on this page) is filed by a company in order to notify the appointment of an officer post-incorporation, the cessation of an officer's appointment (resignation, death, removal, etc.) and to notify the CRO of a change in particulars in relation to an officer e.g. change of name or a new residential address. Form B10 is required to be sent to the CRO within 14 days of the change occurring. Failure to file Form B10 constitutes an offence. The minimum number of directors that a company is required to have is two. Accordingly, Form B10 will be returned by the CRO to the presenter if no replacement director is notified on Form B10, or where the notification of the termination of a directorship would result in the company having less than the statutory minimum of two numbers of directors. Similarly, where Form B10 notifies the CRO of the cessation of appointment of a secretary, a replacement secretary is required to be notified on the form, having regard to the statutory requirement that every company must have a secretary.
Where a person holding the office of secretary/director has died, a person may give notice of this to the CRO on Form B70 (Available from the Associated Downloads section on this page). An official copy of the death certificate is required to be appended to this form. It should be noted, however, that the primary obligation to notify changes in secretary/directors rests with the company which is obliged to deliver a Form B10; there is no need to file a Form B70 if the company has delivered a Form B10 to the CRO, notifying it as to the termination of appointment of the secretary/director and his/her replacement.
Resolutions. A company can alter its objects and/or articles of association within the limits laid down by the Companies Acts 1963-2001 and certain types of resolutions must be filed in the CRO. These are mainly, special resolutions and certain other resolutions e.g. resolutions which give powers to directors to allot shares under section 20 Companies (Amendment) Act 1983. They must be filed within 15 days of the resolution being passed.
Special/Ordinary resolutions (Forms G1/G2) (Available from the Associated Downloads section on this page) (other than resolutions for change of name), which are presented for filing, must not be handwritten but must be either printed or typed and dated. A current officer of the company per CRO records must sign the resolution. It should be noted that special rules apply where resolutions are passed granting assistance for the purchase of own shares.
Special resolutions for change of name (Form G1Q)(Available from the Associated Downloads section on this page): Special resolutions for change of name must also be printed or typed and dated and the current name of the company must appear as it is written on the certificate of incorporation. No other resolutions should appear on this form. Copy of the revised memorandum and articles of association with the new name must be submitted with the resolution and form. Resolutions amending the memorandum and/or articles of association of a limited company must be accompanied by an amended text incorporating all changes that might may have occurred since the original memorandum and articles of association were filed up to the current date. A Form B4 (Available from the Associated Downloads section on this page) must also be submitted where a resolution increases share capital. A Form 28 (Available from the Associated Downloads section on this page) must also be submitted where share capital is cancelled (other than by court order), consolidated, sub-divided or redeemed.
The following general requirements also apply: the amended text must be printed or typed. The document must contain the up-to-date text of the memorandum/articles i.e. all changes effected since incorporation of the company must be embodied in the text. Manuscript alterations are not acceptable. The correct numerical sequence of paragraphs must be maintained. No document will be accepted if it is illegible or would be difficult to scan or copy. Photocopied texts are acceptable only if the print is easily legible and is capable of being re-photocopied and scanned satisfactorily.
Types of New Companies:
Any person may form an incorporated company by subscribing his/her name to a Memorandum of Association and complying with the requirements of the Companies Acts. The fees applicable for the incorporation of companies are outlined in our price list.
Private Company Limited by Shares. The liability is limited to the amount, if any, unpaid on the shares held by its members.
Private Company Limited by Guarantee having a Share Capital. The liability is limited to the amount the members have undertaken to contribute to the assets of the company in the event of its being wound up, in addition to the amount, if any, unpaid on the shares held by the members. Section 43 Companies (Amendment) (No. 2) Act 1999 states that a company incorporated in the State must have at least one director resident in the State and, in the absence of this prerequisite, must provide for a bond in the sum of €25,395. Section 44 of that Act provides that a bond is not required if the company holds a certificate from the Registrar of Companies stating that the company has a real and continuous link with one or more economic activities that are being carried on in the State. The Registrar will only grant such a certificate on receipt of proof of such a link. A statement from the Revenue Commissioners that the Revenue Commissioners have reasonable grounds to believe that the company has such a link shall be deemed to be such proof.
When is a director resident? Subject to one exception, at least one of the company's directors is required to be resident in the State. Pursuant to section 44(8) of the Companies (Amendment) (No.2) Act, 1999, "a person is "resident in the State" at a particular time ("the relevant time") if he or she is present in the State at: any one time or several times in the period of 12 months preceding the relevant time ("the immediate 12 month period") for a period in the aggregate amounting to 183 days or more, or any one time or several times in the immediate 12 month period, and in the period of 12 months preceding the immediate 12 month period ("the previous 12 month period"), for a period (being a period comprising in the aggregate the number of days on which the person is present in the State in the immediate 12 month period and the number of days on which the person is present in the state in the previous 12 month period) in the aggregate amounting to 280 days or more, or that time is in a year of assessment (within the meaning of the Taxes Consolidation Act, 1997), in respect of which the person has made an election under section 819(3) of that Act. For the purposes of these subsections a person is in the State if he is present in the State at the end of the day.
Exemption from the requirement to have a resident director. The requirement to have at least one resident director dos not apply to any company which for the time being holds a bond, in the prescribed form, in force to the value of €25,395 and which provides that in the event of a failure by the company to pay the whole or part of: a fine imposed on the company in respect of an offence under the Companies Acts, 1963-1999, committed by it, being an offence which is prosecutable by the Registrar of Companies and a fine imposed on the company in respect of an offence under section 1078 of the Taxes Consolidation Act, 1997 and a penalty which it has been held liable to pay under section 1071 or 1073 of the Taxes Consolidation Act, 1997. There shall become payable under the bond a sum of money for the purpose of same being applied in discharge of the whole or part of the company's liability in respect of any such fine or penalty.
The Bond. The bond must have a minimum period of validity of 2 years, commencing no earlier than the occurrence of the event giving rise to the requirement for the bond. The surety under the bond must be a member of a class specified in Schedule 2 to the Companies (Amendment) (No.2) Act, 1999 Bonding Order 2000 - that is, a bank, building society, insurance company or credit institution. A certified copy of the bond must be made available by the surety to the CRO.
Unlimited Company - Public/Private. The liability of the members is unlimited.
Public Limited Company. A public limited company is limited by shares. It must have at least seven members and a minimum nominal capital of €38,092.
Public Company Limited by Guarantee and not having a Share Capital. The liability is limited to the amount its members have undertaken to contribute to the assets of the company, in the event of its being wound up.
Undertakings for Collective Investment in Transferable Securities (UCITS). UCITS are Public Limited Companies formed under EC Regulation and the Companies Acts, 1963 to 1999. Their sole object is collective investment in transferable securities of capital raised from the public and which operate on the principle of risk spreading.
European Economic Interest Groupings (EEIG). The European Economic Interest Groupings (EEIG) are mechanisms through which business within the European Union can engage in cross-border commerce. The purpose of an EEIG is to facilitate or develop the economic activities of its members.
What constitutes an activity? A company may not be incorporated and registered unless it appears to the Registrar of Companies that the company, when registered, will carry on an activity in the State. "Activity" means "any activity that a company may be lawfully formed to carry on and includes the holding, acquisition or disposal of property of whatsoever kind".
Accompanying Declaration of Activity. The Form A1 [Registration Form] contains a declaration to be signed by a director or secretary of the company, or the solicitor engaged in the formation of the company. This declaration confirms that one of the purposes for which the company is being formed is the carrying on by it of an activity in the State. This declaration must include the following particulars: the general nature of the activity and the appropriate NACE code classification; (the NACE code is the common basis for statistical classifications of economic activities within the E.C. set out in the Annex to Council Regulation (EEC) No. 3037/90 of 9th October 1990 on the statistical classification of economic activities in the E.C. if the activity cannot be classified under the NACE code, a precise description of the activity. The place or places in the State where it is proposed to carry on the activity (full postal address (es) to be furnished) and the place, whether in the State or not, where the central administration of the company will normally be carried on (again, the full postal address must be furnished).
Two or More Activities. In the event that a company is being formed to carry on two or more activities within the State, the particulars to be furnished in the declaration are those relating to the principal activity which the company is being formed to carry on in the State. The Declaration is made pursuant to the Statutory Declarations Act, 1938, and must be signed before a notary public; a commissioner for oaths, a practising solicitor, or a peace commissioner. Any person who makes a statutory declaration which to his knowledge is false or misleading in any material respect is liable to prosecution in the District Court, and on conviction, will be subjected to a fine and/or imprisonment.
Share Capital and the Euro. Introduction. The changeover to the euro on 1 January 2002 has had practical consequences for all companies which had IR£ share capital immediately prior to that date. Such companies now have share capital which is expressed in euro. For instance, a company with an authorised share capital of IR£100,000 and an issued share capital of IR£2, comprising two £1 shares, now has an authorised share capital of €126,973.81 with an issued share capital of €2.5394762, comprising two shares having a nominal value of €1.2697381 each.
Most companies will find the redenominated share capital amounts to be inconvenient and will wish to adjust their share capital amounts to round euro amounts. The following notes should answer your queries in relation to adjusting the authorised and issued share capital of your company to convenient euro amounts.
Company documents (such as annual returns) delivered to the CRO post-1 January 2002 must include euro amounts in respect of share capital, and not IR£ figures. It should be clearly understood that the following does not purport to be a legal interpretation of the provisions of the 1998 Act, and that independent legal advice ought to be obtained as to the specifics of any particular situation.
Renominalisation of share capital. (expressing share capital figures in convenient amounts). Section 26 Economic and Monetary Union Act 1998 provides mechanisms for companies to renominalise their share capital i.e., to express share capital figures in convenient euro amounts, if redenomination into euro has resulted in inconvenient (i.e. uneven) amounts. Companies may elect to renominalise their share capital during the period up to and including to 30 June 2003. Such adjustments shall not reduce the nominal value of any share to zero.
Renominalisation is effected by amending the company's share capital provisions in its memorandum and articles of association. Please note that it is not possible to deal with the issue by attempting to allot fractions of shares in an effort to provide shareholders with a shareholding that is capable of being expressed as a round euro amount. It is necessary to adjust the amount of authorised and issued share capital by amending the company's memorandum and articles of association.
Renominalisation resulting in an increase in capital. In cases where renominalisation would result in an increase in share capital, an ordinary resolution must be passed by the shareholders (or classes of shareholders, where applicable). A copy of the resolution and amended text of memorandum and articles of association and Form B4 (notice of increase in capital) must be sent to the registrar within 15 days of the passing of the resolution, together with the registration fee of €36.
Section 26(3)- adjustment by increasing the nominal value of shares. A company may by ordinary resolution effect renominalisation of its share capital by altering the memorandum and articles of association to round up the value of each share. This adjustment is subject to there being: (1) An appropriate adjustment in distributable reserves (profits available for distribution) or (2) The introduction of additional capital which is reflected in an increase in the amount of issued share capital.
Renominalisation resulting in a decrease in capital. Section 26(4)- adjustment by decreasing nominal value of shares (This is deemed by section 26(5) not to be a reduction of share capital within the meaning of the Companies Acts 1963-2001). In cases where renominalisation would result in a decrease in share capital, a special resolution of the shareholders is required. This resolution must provide that an amount equal to the decrease will be paid into a fund to be known as the capital conversion reserve fund. The amount transferred must not represent more than 10% of the reduced share capital. A copy of this resolution must be sent to the registrar together with the amended text of the memorandum and articles of association and registration fees. This adjustment (decrease) in value of the shares is subject to: (1) The transfer to a fund, to be known as the capital conversion reserve fund, of an amount equal to the aggregate amount of the reduced capital, and (2) A limit of 10% by which the value of the issued share capital may be decreased.
Capital conversion reserve fund. Any reduction in the capital conversion reserve fund would be deemed a decrease in share capital and section 72 Companies Act 1963. would then apply. Under section 26 Economic and Monetary Union Act 1998, the fund may be applied by the company concerned in paying up unissued shares of that company (other than redeemable shares) to be allotted to shareholders of the company as fully paid up bonus shares.
Irish Limited Company Formation - What Most People Ask About:
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.
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.
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 to 2003 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 appropriate. With the introduction of self-assessment, tax audits have become a common feature of commercial life for both individuals and corporations.
Appeal Procedures. Where the local Inspector of Taxes and the taxpayer fail to reach agreement, application may be made to have the matter heard by an Appeal Commissioner. If the tax payer is dissatisfied with the Appeal Commissioner's ruling, he can appeal to the Circuit Court and from there to the High Court and the Supreme Court on points of law. Hearings before Appeal Commissioners may be conducted by an accountant, solicitor, member of the Institute of Taxation or by any other person at the Commissioner's discretion.
Payment of Income Tax. Individuals in receipt of income which is not subject to deduction of tax under the PAYE system are obliged to make an annual payment on account which is known as ‘Preliminary tax'. Payment is due on 31 October in the year of assessment. This is known as the due date. Income Tax not paid by the due date is liable to an interest charge from the due date. As the final liability cannot be known until after the end of the tax year, interest will not be charged if the Income Tax paid on the due date amounts to at least 90% of the eventual liability or if it amounted to 100% of the previous year's liability. The balance of any income tax liability (over and above the amount paid as preliminary tax must be paid by 31 October following the end of the year of assessment.
Withholding on Wages and Salaries. Tax on income from employment is, so far as possible, collected by deduction at source under the PAYE system. Each year employees are issued with a certificate of tax-free allowances computed according to their personal circumstances. The employer is required to deduct and account to the Revenue Commissioners for Income Tax at relevant rates on each payment of remuneration. Pay Related Social Insurance (PRSI) contributions are similarly computed and paid. Foreign nationals working in Ireland are subject to the same compliance requirements in this regard as Irish nationals.
Taxes On Business. Corporate Tax System:
All companies resident in the State and all non-resident companies, which carry on a trade in the State through a branch or agency, are liable to Corporation Tax. A company, which is tax resident in Ireland, is subject to Corporation Tax on its worldwide income. There is no statutory definition of "resident" but based on precedent case law, the company would be considered to be tax resident in Ireland if it is managed and controlled in Ireland. In practice, a company would be regarded as managed and controlled in Ireland if directors meetings are held in Ireland and major policy decisions affecting the company are taken at those meetings. All companies incorporated in Ireland after 11 February 1999 are regarded as resident in Ireland, with the exception of companies resident in another tax treaty country or actually carrying on a trade in Ireland. A non-resident company is liable to Irish Corporation Tax on profits arising from a business conducted through a branch in Ireland. Taxable profits of a branch are determined in the same manner as for resident companies with a deduction being available in respect of head office expenses that can properly be allocated to the activities of the branch. No withholding tax arises on repatriation of branch profits to the foreign head office.
Rates of Corporation Tax. The standard rate of Corporation Tax on active trading profits is set to fall to 12.5% from 1 January 2003. From the 1 January 2001 a rate of 12.5% applies to trading income of a company where the trading profit does not exceed €254,000 per annum. However, since 1 January 2000, the rate of Corporation Tax applying to non-trading income is 25%. A special rate of 20% for dealing in residential development land applies in respect of company profits arising on or after 1 January 2000. This special rate of 20% also applies to individuals as well as companies. However, the construction trading profit will be taxed at the standard corporation tax rate currently 16% for the financial year 2002. The 20% rate also applies to profits from certain residential construction operations, which include: the demolition or dismantling of any building or structure on the land; the construction or demolition of any works forming part of the land, being roadworks, water mains, wells, sewers or installations for the purposes of land drainage, or any other operations which are preparatory to residential development on the land other than the laying of foundations for such development.
For subsequent accounting periods, the standard rate of corporation tax will apply to profits from dealing in fully developed residential land while profits from dealing in undeveloped residential land will continue to be taxed at 20%. A rate of 10% introduced originally in 1980 applies to income derived from manufacturing operations; certain projects licensed to operate in the Shannon Airport area; a range of service operations and financial services and other licensed operations in the IFSC in Dublin. The 10% rate of Corporation Tax continues to apply to companies qualifying for that rate, prior to 31 July 1998. In respect of new manufacturing ventures, the 10% rate will expire on 31 December 2002. Thereafter, the 12.5% rate will apply to the majority of trading operations.
The reduced 10% tax rate applies to profits derived from goods manufactured and sold by a company. The term manufacturing includes the subjecting of quantities of materials belonging to another person to process of manufacture within Ireland. In addition, specific activities also qualify for the 10% manufacturing rate: fish produced on a fish farm within the Ireland; repairing of ships carried out within the Ireland; computer services or software development services the work and rendering of which is carried out in Ireland in the course of a service undertaken in respect of which an employment grant was made by the IDA Ireland. Income of Trading Houses. Repair or maintenance of aircraft, aircraft engines or components within Ireland. The production of a film for exhibition to the public in cinemas or on television or for training or documentary purposes. Certain processes are specifically excluded as being regarded as manufacturing such as dividing, purifying, and drying any material acquired in bulk, applying methods of preservation, pasteurisation or maturation of foodstuffs.
Value Added Tax:
Ireland introduced Value Added Tax legislation with the VAT Act of 1972. Subsequent amendments to that legislation including several Finance Acts reflected the establishment of the single market within the European Union and the issue of VAT Directives by the EU Council. The most important directives are 6th, 7th and 8th VAT Directives and the 2nd Simplification Directive.
Value Added Tax is chargeable on the supply of goods and services within Ireland by a taxable person in the course or furtherance of any business carried out by him and on goods imported into Ireland. Taxable persons (i.e. VAT registered entities) account for VAT on any supplies made and are allowed credit against any liability arising for tax borne on business purchases and other inputs as evidenced by correctly prepared VAT invoices. Taxable persons must be registered with the Revenue Commissioners for VAT purposes. In general VAT returns are filed bi-monthly e.g. January/February, March/April etc. The taxable person must make a return to the Revenue Commissioners and pay any VAT due being the difference between the output tax for which he is accountable on his sales for the period and the input tax incurred on any purchases for the period. The Revenue Commissioners may authorise certain VAT registered persons to make an annual VAT return and to pay their VAT on an annual basis.
Tax Relief. The main VAT rates applied in Ireland are the zero, 12.5% and 21% rates.
12.5% Rate. The major items attracting 12.5% rate include: hotel, holiday accommodation and restaurant meals; brochures, periodicals and newspapers; general agricultural and veterinary services; electricity, fuel for power and heating; admissions to cinema and property.
21% Rate. All goods and services which do not fall into the above categories and are not exempt activities.
Exempt Activities. The major items specifically exempt from VAT are: admission to sporting events; medical, dental and optical services; certain childcare services and educational services; transport of passengers and their baggage; insurance services, certain banking and stock exchange activities.
Persons who make only exempt supplies are not allowed to register for VAT. VAT is not charged on exempt supplies and therefore the VAT charged on the inputs of a person making exempt supplies cannot be reclaimed and represents a real business cost. In certain circumstances supplies made outside Ireland or made otherwise than in the course of a business are outside the scope of Value Added Tax. Short-term lettings (less than 10 years) are also exempt from VAT, but a waiver of exemption can result in entitlement to reclaim input credits as well as an obligation to charge VAT at 21%.
