Private Companies Limited by Shares

Private companies limited by shares are the most common type of companies registered in Ireland and are suitable for most business activities.

• Each member (shareholder) of this type of company is only liable to contribute to the assets of the company the amount outstanding on any unpaid shares held by that member.  Therefore, if a member has paid in full for all of his/her shares that member has no liability to the company for its debts.
• There is no minimum share capital required.
• The company must have a minimum of one member and less than 149 members under the Companies Act 2014.
• There must be at least one director and one company secretary.
• One of the directors must be tax resident in the Member State of the EEA (European Economic Area) or an insurance bond of €25,394.76 must be put in place for a minimum of 2 years.  The EEA includes all of the EU plus Iceland, Norway and Liechtenstein.  The appointment of  an EEA-resident alternate director does not satisfy this requirement.
• There must be a restriction on the right to transfer shares.
• There must be no invitation to the public to purchase shares.
• There can be no listing of debt security of the company.
• The purpose, or one of the purposes, for which the company is to be formed must be to carry out an activity in the Republic of Ireland.  A declaration to this affect must be signed by a director or the company secretary and the trading address in Ireland must be specified in the incorporation and bond applications.

Incorporation Procedure for all Companies

Reddy Charlton Services Limited incorporates companies for our clients by a fast track procedure.  Under this procedure the Companies Registration Office guarantees to incorporate the company within 5 working days of receipt of the incorporation documentation signed by the officers and members of the company.

Most applications rejected by the Registrar are due to the fact that the name of the proposed company is too similar to the name of a company previously registered.  We therefore always check the proposed name(s) in advance to ensure there is no delay in having the company incorporated.  An application may also be made to reserve a company name prior to the incorporation of the company.

If the company has no EEA-resident director the insurance bond mentioned above must also be in place before the company may be incorporated.  The insurance company will take about 2 weeks to put the Bond in place with the result that it will take at least 3 weeks to incorporate.

Compliance

Companies registered in Ireland must of course comply with our corporate laws.  These include the following obligations:-

• to file annual returns setting out the details of the company;
• to file returns where there have been certain changes to the company, eg change of directors, company secretary, registered office, Memorandum and Articles of Association etc;
• to file accounts annually which must be audited.  There are circumstances where the company may avail of audit exemption.  Certain companies without limited liability protection do not have to file accounts but must have their accounts audited and the Report of the Auditors must be filed annually.
• to maintain the registered office and the Statutory Register of the company;
• to ensure proper corporate governance;
• to hold an annual general meeting (“AGM”) at least once each year excluding the first year of its incorporation.  The first AGM of the company must be held no later than 18 months after the company’s incorporation.
• However, where a company has only one member, that member may resolve to dispense with holding AGMs.

Services provided by Reddy Charlton Services Limited

We can supply the registered office of the company but our address may not be used as the trading address of the company.  We can, however, arrange accommodation, business address, telephone and IT communication if so required.

We also provide an annual service in support of the company secretary under which we prepare the papers and returns necessary to discharge the legal obligations of the company secretary.

Our standing annual services in support of the Company Secretary are as follows:-

• advising the clients in relation to filing deadlines;
• preparing board minutes approving the annual accounts;
• acting as electronic filing agent;
• filing annual returns electronically and filing the accounts within 28 days of the date the annual returns are filed;
• liaising with the company auditors;
• dealing with Companies Registration Office queries;
• preparing notices of the AGM;
• maintaining and updating the company’s computerised statutory register, and
• supplying company status reports on request.

This note is a brief outline of the subject matter.  It does not constitute legal or commercial advice.  If you require advice or assistance, please contact Maeve Walsh, Company Secretarial Manager, at mwalsh@reddycharlton.ie