Private Company Limited by Shares
Irish company law is contained in the Companies
Acts 1963 - 2009. A private company is one which
by its articles:
the right to transfer its shares
Limits the number of its members to 50
Prohibits any public subscription to shares
A company is formed by submitting its Memorandum
and Articles of Association to the Registrar of
Companies along with the registration fee. There
need to be two directors and a secretary, none
of whom need be Irish. However it is normal for
there to be one Irish director who can act as
a local representative.
A company must have an auditor, and accounts must
be filed each year with the Companies Registration
Office. Small companies can prepare abbreviated
accounts which do not have to include the level
2000, it has been a requirement that Irish companies
need at least one resident director, or must deposit
an insurance bond with the Registrar.
As from 1st October 1999, the Finance Act 1999
rendered all Irish incorporated companies resident,
subject to certain exceptions (see Offshore
Legal and Tax Regimes). For some time
prior, limited liability companies whose ownership
and control was outside Ireland were able, as
non-resident companies, to benefit from favourable
taxation conditions; the new ruling reduced the
possibilities open to non-resident companies.
Company Limited by Shares
Public Limited Company (PLC), also registered
under the Companies Acts 1963 - 1990, needs a
minimum of seven shareholders and a minimum capital
of EUR38,092.14 of which at least 25% must be
PLC is not subject to the restrictions that apply
to a private limited company (see above).
Limited by Guarantee
in England, companies limited by guarantee are
normally used only for charitable or non-profit-making
purposes. Apart from their share structure, they
are similar to other types of private company
and also fall under the Companies Acts.
of Overseas Company
Any overseas company may operate in Ireland as
a branch, but must register with the Registrar
of Companies under Part XI of the Companies Act
1963. Copies of the company's Charter and Bye-Laws
(Memorandum and Articles of Association) must
be lodged, along with details of the directors
and other officers. There needs to be an authorised
representative in Ireland. The branch needs to
file annual accounts with the Companies Registration
Partnerships fall under the Partnership Act 1890
(English legislation). Partners are individually
liable for the debts of the partnership.
Partnerships do not need to file accounts or to
Limited Partnerships are formed under the Limited
Partnerships Act 1907 (English legislation). They
are similar to general partnerships except that
they have one or more general partners with unlimited
liability and one or more limited partners whose
liability is limited to the amounts of their contributions.
The general partners may be limited companies.
form is not now widely used in Ireland.
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The Investment Limited Partnership Act 1994 introduced
this form, known as an 'ILP', which is useful
for collective investment entities, having tax
transparency which allows investors to obtain
double tax relief, which is unavailable to unit
are one or more general partners, one of whom
must be an Irish incorporated company with its
head office in Ireland; the minimum share capital
is EUR125,000 and at least two directors must
be Irish. General partners must be approved by
the Irish Central Bank, and there must be an Irish
accounts must be submitted to the Central Bank.