Company Formation

Company Formation

One way of setting up your own business is through the formation of a company. A company is a legal form of business organisation that is a separate legal entity, and is distinct from those who run it.

Our company formation service will help you get set up in a speedy and efficient way and make sure that you are ready to trade as soon as possible. We will also advise you on the tax registration of the company and will complete relevant Revenue and Companies Registration Office forms on your behalf.

When deciding what type of company to form, it may be to your interest to know that there are number of company types and the main ones are:

Limited company
The shares in a company are owned by its shareholders. If the company is a limited liability company, the shareholders’ liability, should the company fail, is limited to the amount, if any, remaining unpaid on the shares held by them. A company is a separate legal entity and, therefore, is separate and distinct from those who run it. Only the company can be sued for its obligations and can sue to enforce its rights.

 

There are four types of limited company:

  • A private company 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 99.
  • A company limited by guarantee not having a share capital: As this is a public company, there must be a minimum of seven members. 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. If 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.
  • A company limited by guarantee having a share capital: As this will be a private company the maximum number of members is 99. 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.
  • A public limited company: This company type must have a minimum of seven members. Their liability 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 Acts 1963-2012. The nominal value of the company’s allotted share capital must not be less than €38,092.14, at least 25% of which must be fully paid up before the company commences business or exercises any borrowing powers.

 

Single Member Company
A single member company is a private company limited by shares or a guarantee company having a share capital, which is incorporated with one member, or whose membership is reduced to one person. However, the company must have at least two directors and a secretary. The sole member, if he/she so decides, can dispense with the holding of General Meetings, including Annual General Meetings (AGMs). However, certain modifications laid down in the European Communities (Single-Member Private Limited Companies) Regulations 1994, have to be made. Also the accounts and reports that would normally be laid before the AGM of a company still need to be prepared and forwarded to the member.

 

Unlimited company
In an unlimited company, there is no limit placed on the liability of the members. Recourse may be had by creditors to the shareholders in respect of any liabilities owed by the company which the company has failed to discharge. Such company must have a minimum of two shareholders.

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