Limited Liability Company

A company registered under the Companies Act 2014 becomes a body corporate as and from the date mentioned in its certificate of incorporation. A company has separate legal personality - it is a separate and distinct legal person. Registration of a business name does not result in the creation of an entity with separate legal personality. The owner of the business name - the individual(s) or company which has/have registered the name is the person to be contacted or sued.

What documents are required?

A company is a legal form of business organisation. It is a separate legal entity and, therefore, is separate and distinct from those who run it. The company (and not the individual shareholders) is the appropriate person to be sued in the event that debts are incurred by the company which remain unpaid, despite demand.

What is included in Form A1?

What is the Constitution?

There are several types of limited company:

A Private Company Limited by Shares (LTD company): 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 149. An LTD company can have only one director if it chooses. An LTD company does not have stated objects and can undertake any activity. Part 2 of the Companies Act 2014 refers.
A Designated Activity Company (DAC) – (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 149. A DAC company must have at least 2 directors. Constitution includes a memorandum and articles of association. The memorandum will include stated objects. Part 16 of the Companies Act 2014 refers.
A Designated Activity Company Limited by Guarantee (DAC) – (limited by guarantee). 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. The maximum number of members is 149. A DAC company must have at least 2 directors. Constitution includes a memorandum and articles of association. The memorandum will include stated objects. Part 16 of the Companies Act 2014 refers.
A Company Limited by Guarantee (CLG) (limited by guarantee not having a share capital): 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. As a guarantee company does not have a share capital, the members are not required to buy any shares in the company. Many charitable and professional bodies find this form of company to be a suitable vehicle as they wish to secure the benefits of separate legal personality and of limited liability but do not require to raise funds from the members. Part 18 of the Companies Act 2014 refers.
A Public Limited Company (PLC): The liability of members 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 Act 2014. The nominal value of the company's allotted share capital must not be less than €25,000, at least 25% of which must be fully paid up before the company commences business or exercises any borrowing powers. (s.1010) Part 17 of the Companies Act 2014 refers.

How to apply for a Company Registration?

Private Companies Limited by Shares (LTD companies) are registered under Part 2 of the Companies Act 2014.

Features of the LTD company include:

It has the contractual capacity of a natural person - the ultra vires rule does not apply.
It has limited liability and has a share capital.
It has a limit of a maximum of 149 members.
It can have a single director.
It can pass majority written resolutions (special and ordinary).
It can claim eligibility for audit exemption.
An LTD company can have only one director if desired.

The single director option does not apply to other company types, Designated Activities Companies, Plc’s, guarantee companies and unlimited companies. An LTD company still needs to have a secretary and the secretary cannot be same person as the director, if the company has only one director.

There is a minimum age for directors: It should be noted that all directors must be over the age of eighteen. Section 131 applies. Body corporates cannot be a director of a company. If an individual, rather than a body corporate, is a secretary, then they must be over eighteen also.

An LTD company has a constitution instead of a Memo & Arts
A company private limited by shares (LTD) has a constitution. Under the Companies Act 2014, companies do not have stated objects if they are registered as a LTD company. Instead LTDs have a simple one document constitution.

The constitution
The constitution states the name of the company, the fact that the company is a private company limited by shares, any additional regulations the company may wish to specify and takes the form set out in Schedule 1 to the Companies Act 2014.

An LTD company does not need to hold an AGM
An LTD company may dispense with the requirement to hold an Annual General Meeting. An LTD company can avoid holding an AGM where all the members entitled to attend and vote at such general meeting sign, a written resolution, acknowledging receipt of the financial statements, resolve that all such matters as would have been resolved at the AGM and confirm no change in the appointment of the Auditors (if any appointed). See section 175(3). A Designated Activity Company (DAC) limited by shares must hold an AGM where it has 2 or more members. (Such a DAC is another type of private limited by shares company).

CRO - Company Type Information

LTD Company Model	Designated Activity Company limited by shares
It may have just one director (but it must have a separate secretary if it has only one director).	It must have a least two directors.
It can have between 1 and 149 members.	It can have between 1 and 149 members.
It does not need to hold an AGM.	It does need to hold an AGM where it has 2 or more members.
It has a one-document constitution.	It has a constitution document which includes a memorandum and articles of association.
It does not have an objects clause because it has full unlimited capacity to carry on any legal business, subject to any restrictions in other legislation.	It has a memorandum in its constitution which states the objects for which the company is incorporated.
It can claim eligibility for audit exemption (and dormant company audit exemption).	It can claim eligibility for audit exemption and dormant company audit exemption.
It has limited liability and has a share capital.	It has limited liability and has a share capital
It can pass majority written resolutions (special and ordinary).	It can pass majority written resolutions unless constitution states otherwise.
Name must end in "Limited" or "Teoranta"	Name must end in "Designated Activity Company" or "Cuideachta Ghníomhaíochta Ainmnithe" unless exempted.

Certificate of Incorporation

Following the company registration, CRO will issue:

1) 6-digit Company registration number, and

2) digital Certificate of Incorporation.

Need help with Company Registration?

If you require any help with a Company registration, please complete the form and order your company here:

Company Registration

€125

Included is:

Company Name check
Form A1
Company Constitution
CRO Fixed Fee €50
Company Certificate

You may also find useful:

Corporation Tax Return - from €120
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