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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 regarded as 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.
There are four types of limited companies:
A private limited 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 50.
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 a
specified amount and subject to a minimum of €1. 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 is a private company, the
maximum number of members is 50. 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, being not less
than €1.
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 1963-2005
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. For further information on a single-member company, see Information Leaflet No. 12, "Single-Member Company".
In an unlimited company, there is no limit on the liability of the members. Recourse may be had by creditors to the shareholders in respect of liabilities that may be owed by the company which the company had failed to discharge. Such company must have a minimum of two shareholders if it is a private company and a minumum of seven if it is a public company.
It is the address of a company to which CRO correspondence and all formal legal notices addressed to the company will be sent. The registered office can be anywhere in the State. The address must be a physical location, not just a post office box number, because people have the right to visit the company's registered office to inspect certain registers and documents and to deliver documents by hand.
It is vital a company keeps the CRO informed of the location of its registered office address. A company notifies its change of address by sending a completed Form B2 within 14 days of the date of the change. The form may be filed free of charge by completing the web version on www.cro.ie.
All company types must have one secretary and a minimum of two directors, one of whom is required to be an Irish-resident (see 3.5 below). The secretary may be one of the directors of the company. A body corporate may act as secretary to another company, but not to itself.
At least one of the directors is required to be resident in the Republic of Ireland. However, this requirement does not apply to any company which holds a bond, in the prescribed form (see Appendix 1), in force to the value of €25,394.76. The bond provides that, in the event of a failure by the company to pay the whole or part of a fine imposed in respect of an offence under the Companies Acts 1963-2005 or the Taxes Consolidation Act 1997, or a penalty under the latter legislation, an amount of money up to the value of the bond will be paid by the surety in discharge of the company's liability.
In general terms, yes. Formal qualifications are not required. However, certain persons may not become directors:
A company will not be incorporated unless it appears to the Registrar of Companies that the company, when registered, will carry on an activity in the Republic of Ireland. "Activity" means "any activity that a company may be lawfully formed to carry on and includes the holding, acquisition or disposal of property of whatsoever kind".
No, there are restrictions on your choice of company name. The CRO may have to refuse a name if:
The following guidelines will assist you in assessing the acceptability or otherwise of company names:
The following restrictions also apply to company names:
You are advised not to incur expenses relating to the proposed name (e.g. preparing signs, headed notepaper, stationery, etc.) in advance of receipt of the certificate of incorporation that will confirm that the company has been registered with the chosen name.