Private company limited by shares: - The liability of the members is limited to the amount, if any that is unpaid on their shares. The incorporation of single-member private limited companies is permitted. Private company limited by guarantee, not having a share capital: - The liability of the members is limited to the amount they have undertaken to contribute to the assets of the Company in the event of it being wound up. Unlimited public or private companies:- The liability of the members is unlimited. Public limited company: - A public limited company (plc) is limited by shares. It must have at least seven members. The nominal value of the allotted share capital must be not less than €38,092, at least 25% of which must be fully paid up before the company commences business or exercises any borrowing powers. Undertakings for Collective Investment in Transferable Securities (UCITS):- UCITS are public limited companies formed under the European Union (UCITS) Regulations, 1999 and the Companies Acts. Their sole object is collective investment and transfer of securities of capital raised from the public, which operate on the principle of risk spreading. The competent authority, which must approve all registrations of UCITS wishing to carry on activities in Ireland, is the Central Bank of Ireland. European Economic Interest Groupings (EEIG): - An EEIG is a mechanism through which businesses in the EU can engage in cross-border commerce. The purpose of an EEIG is to facilitate or develop the economic activities of its members. EEIG must have a minimum of two and a maximum of twenty members, which can be companies or natural persons, and must reside in different EU member states. On registration, the grouping will be a corporate body with perpetual succession and will have separate legal personality from its members. To register an EEIG, Form IG 1 must be completed and lodged, together with a contract signed by the relevant members. The contract should include the following; the name of the grouping; the official address of the grouping; the objects for which the grouping is formed; the name, business name, legal form, permanent address or registered office, number and place of registration, if any, of each member of the grouping; the duration of the grouping, except where this is indefinite

Relevant Information for Incorporation

The most popular form of business organisation in Ireland is the private limited company. The minimum number of members is one and the maximum is fifty, not including the existing and previous employees. There must be some restriction on the rights to transfer shares and the public may not be invited to subscribe for shares or debentures. Private limited companies, including single member private limited companies, are incorporated by the registration of the following documents and forms with the Registrar of Companies: -

Memorandum and Articles of Association.

These are the constitutional documents of any registered company. The Memorandum of Association sets out the name of the company, the objects for which it is established, whether the liability of the members is limited and, in the case of limited companies, how the liability is limited, i.e. by shares or by guarantee. The Articles of Association set out the internal rules and procedures for the governance of the company. Many companies registered in Ireland will simply adopt the model provisions contained in a schedule to the Companies Act, 1963.

Form A1:

This form sets out particulars of the address of the registered office, the first directors and company secretary, statutory declaration of compliance with the provisions of the Companies Acts, statement of capital for the purposes of assessment of Companies Capital Duty, a declaration that the activities of the company will be carried on in Ireland, and a description of the company’s business activity under the EU’s NACE classification system.

Branches and Places of Business

Under the European Communities (Branch Disclosure) Regulations, 1993, any non-Irish company that establishes a “branch” in Ireland must be registered within one month of establishment of the branch. Similarly, under Part XI of the Companies Act, 1963 any non-Irish company that establishes a “place of business” in Ireland must register it within one month of doing so.

The distinction between a "branch" and a place of business has not been clearly defined. A branch is generally accepted as being an extension of the parent body that has local management and an ability to negotiate business without recourse to its head office abroad. A “place of business” can be regarded as an office, which performs only operations or promotional activities for the business of the company, with resulting business being dealt with directly by head office. It is likely that most places of businesses established in Ireland by non-Irish limited liability companies are in fact branches and in these cases the regulations apply instead of the Companies Act, 1963.

Establishment of a Branch

Documentation delivered to the Registrar of Companies for registration of a branch must include;

• a certified copy of the company’s charter, statute or Memorandum and Articles of Association or other instrument constituting or defining the constitution of the company;
• a copy of the latest accounting documents as publicly disclosed pursuant to the accounting requirements of the company’s home state;
• other documents required include a Certificate of Incorporation of the Company, its name, registered address and registration number, the name, address and activities of the branch, and the names and addresses of persons authorised:
  (a) to represent the company in Ireland;
  (b) to accept service of proceedings in Ireland;
  (c) to ensure compliance with the Branch Regulations in Ireland
• the appropriate forms are Form F12 where the parent company is incorporated in an EU Member State and Form F13 where the parent company is incorporated in a non-EU state. Since January 1999, the procedures for authentication of documentation from non-Irish jurisdictions have been simplified, with Ireland adhering to the provisions of the Hague Convention. Therefore, a Government official, a notary public or officer of the Company, can authenticate a Memorandum of Association by Affidavit or Declaration.

• a certified copy of the company’s charter, statute, or Memorandum and Articles of Association, together with a certified translation, if they are not in English or Irish;
• a list of the directors and secretary and their residential addresses;
• the names and addresses of one or more persons resident in the State who are authorised to accept service on behalf of the company;
• the address of the company’s principal place of business.
• Form F1 must accompany the above documents.

• the commencement of fact-finding investigations into Irish companies
• the initiation of prosecution of persons suspected of breaches of the Companies Acts
• the supervision of official and voluntary liquidations of companies and of unliquidated insolvent companies
• overseeing the restriction and disqualification of Company Directors and other corporate officers
• the supervision of those acting as liquidators and receivers
• the regulation of undischarged bankrupts acting as company officers
  

• directing the holding of an Annual General Meeting
• seeking an Order of the Court directing a company or its officers to remedy a defect or to comply with the provisions of the Companies Acts
• applying to the Court for Injunctive Relief
  

For further information or general enquiries contact: -
Kevin O'Brien
Email: kobrien@kilroys.ie or
Joanne Griffin
E-mail: jgriffin@kilroys.ie
Telephone: +3531-439 5600
Fax: +3531-439 5601/439 5602

© Kilroys Solicitors 2002 - 2003