Note 2 – Contact Details

This information is important as this is the person we will communicate with and send the formation documentation to and the company pack when the company has been formed.

Note 4 – Company Name Details

Choosing a Company Name can be tricky due to the rules regarding company names. We require your first 3 preferred choices for the name of your new Company. The proposed name should be as distinguishing as possible from any similar company names already registered and the company name will only be guaranteed once the CRO have approved the name when registering the company. 

CLS will check the names and confirm to you if they are available. The proposed name should be as distinguishing as possible from any similar company names already registered.

A new company that will be part of a group and wants to use a similar name to those companies may obtain a letter of association or letter of no objection from those companies.

A company name can be reserved for both a new company or an existing company changing its name. However, please note that you cannot reserve a Business (Trading) Name. A Company Name can be reserved for 28 days, the cost of an application to reserve a name is €25.00. If you wish to reserve a company name please enter this in the Other Information box in Tab 13. 

CLS may only advise on a company name based on CRO Guidelines. The Companies Registration Office make their decision on receipt of the signed formation documentation. Note: Please do not incur any costs (Headed Paper etc.) or use the company name until the Certificate of Incorporation has been issued by the CRO as the name cannot be guaranteed prior to this.

A resubmission charge will apply if CLS have advised that the name will not be approved and we have been requested to make the application with this name and it is subsequently rejected by the Companies Registration Office.

Please contact us for any further information on company names or to check a company name.

For more information on Company Name rules and requirements click here

• Choosing a Company Name Guidance 

If you cannot get a particular company name, you may be able to register a Business Name after the company has been formed. Click here for more information on Business Names

• Business Name Registration

Note 5 – Company Type & Activity

Company Type

The most common type of Company used in Ireland is a Private Company Limited by Shares “LTD”.  

A Company Limited by Guarantee “CLG” is generally set up as a not-for-profit organisation. There are different legal and membership requirements for each type of Company. Click here for more information on the different company types

• Company Types 

You can also see our FAQ’s for more information on company types.

Principal Activity

The Principal Activity of the LTD, DAC, CLG, PLC and ULC should be a detailed description of no more than 2 distinct activities which the Company intends to carry out. Under the Fe Phrainn scheme, the Company’s objects clause must be no more than 40 words. If you wish to have an objects clause longer than 40 words, this application will have to be submitted manually. 

A Charity company will require an extensive objects clause and ancillary objects and powers.

For more information on the Principal Activity click here.

NACE Code

Every company must select a NACE code which is a classification of economic activities in the European Community is used for a wide variety of European statistics in the economic, social, environmental, and agricultural domains. Click here to view the list of NACE codes.  

Note 6 – Share Capital Details

Shares and Share Capital may be confusing if you are new to companies. It might be helpful to read our guide to shares first.

This section is not applicable to Companies Limited by Guarantee (CLG) or a Public Unlimited Company (PULC) without a Share Capital.

The issued share capital is the number of shares being issued to the subscribers of the company. The number of shares issued can be as little as 1 or as large as 1,000 or more. Shareholders will have to pay the company for the amount of shares issued to them. One vote is attached to each share held in the Company and therefore it is very important to ensure that the correct amount of shares are issued to each subscriber.

Shares issued can be of any class, but the most common type of share issued is Ordinary Shares.

The nominal amount per share is the cost of each share – usually €1. Shares may also be issued at a premium and the amount paid by premium must be disclosed in the additional information box.

The authorised share capital section is also optional for LTDs and should only be used if there is a specific requirement for one.

If the company is required or chooses to have an authorised share capital, this figure is the maximum amount of share capital the company may issue –This is generally either €1,000,000 or €100,000. The company does not have to issue all these shares.

Click here for an explanation for each share capital requirement

• What to consider about Shares and Share Capital when setting up a Company
• Directors and Members in a Company Limited by Guarantee

Different Share Classes

We can assist with creating different share classes with different rights. The additional cost will be depending on the number of share classes to be created and the rights.

• Different share classes may include:- 
  • Ordinary Shares with different rights
  • Golden shares
  • Preference Shares
    

Please complete the box with information on the different share classes and we will contact you to confirm the details and provide you with a quote for the additional cost.

Note 7 – Company Director Details

A minimum of 1 Director is required to set up an LTD company. All other company types require at least 2 Directors. A Director must be at least 18 years old. 

At least 1 Director must be a resident European Economic Area Director. In the absence of an EEA Resident Director, a Section 137 Bond must be taken out and filed with the incorporation documentation. A Non-Resident Bond may be ordered in Tab 14 of the Company Order Form. 

Directors are required to include their Personal Public Service Number (“PPSN”) when filing certain forms with the Companies Registration Office. If a director does not have a PPSN they can use an existing RBO number or apply for an Identified Person Number (“IPN”). An IPN application may be ordered in Tab 14 of the Company Order Form. 

The first name, surname and date of birth must match with the details record form them in the Department of Social Protection. For more information on the PPSN Requirement click here.

Any Director who has been disqualified or restricted from acting as a Director or Secretary or who is an Undischarged Bankrupt in Ireland or in another jurisdiction, must disclose this information to the Companies Registration Office. Failure to disclose this information is an offence and the Director maybe prosecuted in the High Court. A form B74 must be completed and submitted to the Companies Registration Office together with the A1 Form.

A list of current or past worldwide directorships held by each Director in the last 5 years should be disclosed. If there is more than 4 directorships a full list should be sent to our Formations Team.

For more information on the director requirements see the following articles:- 

• Key requirements for acting as a director
• Non-resident director requirements
• PPSN requirements for director identification
• Directors Duties and Responsibilities

Note 8 – Company Secretary Details

Every company is required to have a company secretary. If the company only has one director (LTD company) then the secretary must be a separate person to the sole director. The company secretary may be an individual or a body corporate.

CLS may act as the Named Company Secretary of a compay. This may be ordered in Tab 9 or Tab 14 of the Company Order Form. 

For more information click here

• Company Secretary Requirements
• Named Company Secretary Service
• Duties and Responsibilities of a Company Secretary 

Note 9 – Subscriber / Member Details

The subscribers are the first shareholders / members of the company and at least one subscriber is required for every company type. The subscribers may be individuals or body corporate or a mix of both. 

For more information on Shareholders or Members see the following articles:-

• Who are the first subscribers in a company?
• Differences between shareholders, members and directors
• Members in a Company Limited by Guarantee

Note 10 – Beneficial Ownership Details

The details of the individuals who beneficially own the shares in the company should be completed. If the shares are held by a corporate body, the beneficial owners (individual(s)) of that corporate body should be completed.

If the beneficial owner(s) do not have an Irish PPS Number or RBO transaction number we can assist in making an application for an IPN by selecting this service in the Additional Services (Tab 14).

The nature of the beneficial ownership includes:
• ownership (directly or indirectly) of more than 25% of the company shares,
• controlling (directly or indirectly) more than 25% of the company voting rights,
• control via other means may include the criteria of control used for the purpose of preparing consolidated financial statements.

For more information see the following articles:-

• What is a beneficial owner?
• How to comply with the Register of Beneficial Ownership requirements
• CLS Register of Beneficial Owners Templates

Note 11 – Registered Office Address Details

The registered office address must be situated in the Republic of Ireland. The registered office address must be a physical location and cannot be a post office box number. If you require a Reg Office address, we can provide the details of a firm who can assist with this service.

For more information on the Registered Office Address

• Registered Office Address requirements

If the address of the Business / Central Administration Address is different from Registered Address this section must be completed. 

Note 12 – Other Information

Please use this section to provide us with any additional information you may feel is relevant to your new Company.

For example: Do you wish to use the Company Name Reservation, Are there different classes of shares to be issued, golden shares, different rights attached to shares, additional name choices, who shall be appointed chairperson, will the Company be applying for charitable status if it is a Company Limited by Guarantee. 

Note 13 – Additional Services

• Consultation on setting up a company
  • If you have additional questions or queries on setting up a company or completing the order form, we can schedule a half hour consultation for a fee of €50 plus VAT
  • Click here to schedule a consultation
• Non-Resident Director Bond
  • Every company must have at least one director who is resident in the EEA otherwise a Non-Resident Director Bond should be obtained. 
  • We can assist in obtaining a Non-Resident Director Bond
  • Click here for more information on Non-Resident Director Bond
• Named Company Secretary
  • CLS may act as Named Company Secretary if you do not have a person to act as Company Secretary through our company CLS Company Secretary Ltd (subject to completing our AML Due Diligence). This fee is just to act as named Company Secretary only and if you require any additional services such as filing an annual return please select this in the Additional Services (Tab 14).
  • For more information on our Named Company Secretary Service click here
• Company Seal
  • Every company should have a company seal to be used to seal documents on behalf of the Company 
  • Click here to order a Company Seal
  • Click here for more information on Company Seals
• Business Name Registration – online form for the information 
  • A company may register a name that it wants to trade under that may be different to its company name
  • Click here for more information on Business Name Registration
• RBO filing
  • Every new company is required to make a filing with the Register of Beneficial Owners within 5 months of the date of incorporation.
  • Banks will require this filing to be made before they process the application to open a bank account
  • Click here for more information on Beneficial Owners and the filing requirements
• 6-month annual return 
  • Every new company is required to file a 6-month annual return with the Companies Registration Office
  • Click here for more information on the Annual Return filing requirements
• Annual Company Secretarial Compliance
  • Each year a company is required to comply with the provisions of the Companies Act 2014 to file its annual return and financial statements and hold its Annual General Meeting
  • Click here for more information on Annual Company Secretarial Compliance