Incorporation Of A Company Under The Irish Companies Acts 1963-2006

Author:Ms Vivienne Feaheny
Profession:Dillon Eustace
  1. Introduction

    The Companies Acts 1963-2006 (the "Companies

    Acts") provide the statutory framework for the

    life of an Irish company from incorporation to liquidation.

    The principal forms of business entities in Ireland are:

    (1) limited liability companies (private and public);

    (2) unlimited liability companies;

    (3) general partnerships;

    (4) limited partnerships; and

    (5) branches of foreign entities.

  2. Incorporation

    Incorporation of a company in Ireland is achieved by the

    filing of various documents with the Companies Registration

    Office in Dublin including:-

    (i) the memorandum and articles of the company;

    (ii) statutory declaration of compliance;

    (iii) list of first directors and secretary of the company,

    details of subscriber shareholder(s) and details of the

    registered office.

    Since 18th April, 2000 every Irish incorporated company must

    have at least one Irish resident director unless it holds a

    bond, in the prescribed form, to the value of Euro 25,400. This

    residence requirement does not apply if the Registrar of

    Companies grants a certificate that the company has a real and

    continuous link with one or more economic activities that is

    being carried on in Ireland. Proof of this could be a letter

    from the Revenue Commissioners that they have reasonable

    grounds to believe such a link exists. Section 45 of the

    Companies (Amendment)(No.2) Act, 1999 also introduced a new

    restriction requiring that directors may hold no more that

    twenty-five directorships, save for certain directorships

    provided for in that Act.

    Under the Companies Registration Office's Company

    Incorporation Scheme, the incorporation process takes

    approximately ten working days to complete. Only private

    companies limited by shares or by guarantee and unlimited

    liability companies may be formed by this method. Under this

    scheme model memoranda and articles of association are

    submitted. Only the name, main objects, liability and the share

    capital, if applicable, may be varied. This allows the

    insertion of the key objects of the company into the articles

    of association.

    The declaration contained in the A1 Form requires that a

    director, company secretary or solicitor engaged in the

    formation of the company furnishes details of:

    (i) the activity the company intends to carry out;

    (ii) the place from where it proposes to carry out such


    (iii) the place where the central administration of the

    company will be carried on.

    From the date of incorporation specified in the Certificate

    of Incorporation the company becomes a separate legal entity. A

    private company can immediately commence business upon

    incorporation. Apublic limited company however, must

    obtain a certificate from the Registrar of Companies entitling

    it to do business and exercise any borrowing powers unless it

    can avail of the exemptions afforded to companies incorporated

    under Part XIII of the Companies Acts 1963 2006 or the UCITS


    Registered Office

    Every company must have a registered office within

    Ireland. This is to ensure that every company formed and

    registered in Ireland has an address to which all

    communications and other notices may be sent. The Companies

    Acts also require that certain documents be kept and retained

    at the company's registered office e.g. the register of

    members, books of account etc.

    Board of Directors

    The day to day management of a company is entrusted to the

    board of directors. A company is required to have at least two

    directors and a secretary who may also be a director.

  3. Company Secretary

    Every company must have a secretary under Section 175 of the

    Companies Act 1963. The Company Secretary's duties revolve

    around seeing that a company complies with the Companies Acts,

    its own regulations and the law in general.

  4. Shareholders and Capital

    There is no residency or other requirements for shareholders

    in an Irish company nor any limit to the number of shares which

    a foreign shareholder may own.

    A company may have several classes of share with different

    rights attached. Shares are issued with a par or nominal value.

    The share capital may be in a foreign currency. Under the

    Companies Acts, there is no minimum capital requirements

    imposed. A private company must have a minimum of 1 and a

    maximum of 99 shareholders. A public limited company must have

    a minimum of 7 shareholders and an issued share capital of at

    least Euro 38,100, of which at least 25% must be paid up. There

    are exceptions to this rule in cases where the companies are

    incorporated under Part XIII of the Companies Acts 1963 2006 or

    under the UCITS...

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