Are there any restrictions to the selection of a company name?

As a general guide, the Companies Registration Office will refuse registration of a company name if it breaches the following guidelines:-

• It is offensive.
• It suggests state sponsorship.
• It causes phonetically and/or visually similar names.

Names containing certain words cannot be used unless written approval is received from certain bodies, examples include:-

• Words such as “bank”, “banc”, “banker” and “banking” must be approved by the Central Bank of Ireland. This includes names containing these words such as “Sallybank”, even through the business does not intend operating in the banking sector.
• Words such as “insurance”, “re-insurance” and “assurance” must be approved by the Irish Financial Services Regulatory Authority.
• Words such as “society”, “co-op” and “co-operative” must be approved by the Registrar of Friendly Societies.
• Words such as “University” and “Institute of Technology” must be approved by the Department of Education.

The Companies Registration Office also advise the following:-

• Extra words should be included to add sufficient distinction between company names. Place names are generally not considered to add sufficient distinction.
• Similar descriptive elements, e.g. press/printing, staff/employment agency, or the inclusion of only a general or weak qualification such as “holding”, “group”, “system”, “services”, “international”, etc. may not be regarded as a sufficient distinction between company names.
• Particular care should be taken with names considered to have a distinctive element i.e. names consisting primarily of made-up words or non-dictionary words. The inclusion of qualifying words may not be sufficient to create a distinction between company names.

 

What is the Registered Office?

All companies must have a registered office. This is the address to which any legal documentation is to be sent. It need not be the company’s actual business or trading address but it must be located in the state and be a physical address i.e. it cannot be a P.O. Box number. The registered office address can be changed if necessary. We can do this or provide a registered office address, if required.

 

How many Directors are required?

Every company must have at least 2 Directors, both over 18 years of age; of which one of these may act as the Company Secretary. At lease one Director must be resident in the European Economic Area (EEA), otherwise a bond may apply. Prior to this, there was a requirement that at least one of the directors be resident in Ireland.

What is the European Economic Area?

The European Economic Area (EEA) consists of the 27 member states of the European Union, namely Austria, Belgium, Bulgaria, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden, United Kingdom, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia, Slovenia and Romania, plus Norway, Iceland and Liechtenstein.

Must Company Directors also be shareholders?

There is no requirement in law for company directors to also be shareholders of the company.

 

What are the basic duties of a Company Director?

The basic duties of a Director are as follows:-

• To exercise their power in good faith and for the benefit of the company.
• To carry out their functions with diligence, skill and due care.
• To maintain proper books of account and prepare annual returns.
• To accurately maintain company registers and documentation.
• To file the necessary documentation with the Companies Registration Office.

 

What are the basic duties of a Company Secretary?

The basic duties of a Company Secretary are as follows:-

• Maintenance of the company registers.
• Ensuring the filing of necessary documentation with the Companies Registration Office.
• Arranging annual and extraordinary general meetings.
• Preparing the minutes of general and board meetings.
• Keeping custody of the company seal.
• Providing the directors with administrative support.

 

Are there any restrictions as to who can act as a Company Director?

Yes, there are a few restrictions as follows:-

• Another company.
• An undischarged bankrupt.
• The company’s auditor.
• A person specifically barred by the Courts.
• A person who has been convicted on indictment of any indictable offence in relation to a company, or any indictable offence involving fraud or dishonesty, is automatically disqualified for five years (or for such period as the court may order) from being appointed as a director or from being concerned in any way in the promotion, management or formation of any company.
• If the proposed Director already holds 25 directorships.

 

What is the difference between the Authorised and the Issued Share Capital?

The Authorised Share Capital is the maximum share capital that can be issued by the company. This is normally € 1,000,000 but can be changed if necessary.

The Issued Share Capital is the actual share capital which as been subscribed and paid for.

 

How many shareholders can a company have?

A private limited company must have a minimum of 1 shareholder and is subject to a limit of 99 shareholders.

 

Where must the Company Name be displayed?

Legally, the company name must be displayed outside every office or place the business of the company is being carried on. This may include the Director’s home if business is being carried on there or it is the registered office.

 

What are the company’s basic post-incorporation obligations?

Each company resident in the state must file an annual return with the Companies Registration Office. The first return must be filed on the company’s 6 months post-incorporation anniversary and then annually on this date. No accounts should be filed with the first return but accounts must be filed annually from the second return onwards.

Otherwise, if the company changes its registered office address, changes a Director and/or Secretary etc. they must notify the Company Registration Office via the relevant form.

The company must maintain an up-to-date and accurate company register. It is also obliged to register with the Revenue Commissioners for Corporation Tax (and for VAT and PAYE/PRSI, if applicable). We can register the company with the Revenue Commissioners, maintain your company register and file the necessary documentation, if required.