Setting up a software company in the Republic of Ireland

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To form a company in the Republic of Ireland you will need to send the following documents, along with the registration fee (€100 Physical Registration or € 50 Digital Registration), to The Companies Registration Office (CRO):

Before being able to write these documents you will need to decide what type of company suits your plans better. There are a number of company types:

 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:

 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.

Once you have decided what kind of company you are going to register you will be able to write the Articles and Memorandum of Association. Samples of these documents can be obtained from legal stationers, accountants, solicitors or company formation agents.

 Memorandum of association

This document sets out the conditions upon which the company is granted incorporation. It must contain provisions dealing with certain matters e.g. the name and objects of the company and, if it is a company with limited liability, that fact must also be stated. The memorandum must be in accordance with, or as near as circumstances permit, to the appropriate table in the First Schedule to the Companies Act 1963. It must be printed and divided into paragraphs and numbered consecutively.

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 Articles of association

This document sets out the rules under which the company proposes to regulate its affairs. Articles are required to be registered by a company limited by guarantee and having a share capital or an unlimited company. Articles must be printed and divided into paragraphs and numbered consecutively. A company limited by shares or a guarantee company not having a share capital may register articles with the CRO. Model form articles are set out in the First Schedule to the Companies Act 1963.

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 Form A1

Form A1 requires you to give details of the company name, its registered office, details of secretary and directors, their consent to acting as such, the subscribers and details of their shares. It incorporates a statutory declaration that the requirements of the Companies Acts have been complied with, and as to the activity which the company is being formed to engage in.

Applications to incorporate companies can be submitted under any one of three schemes, each of which has a different customer service standard:

Visit [www.cro.ie](http:www.cro.ie) for further details about these registration methods.

Persons wishing to incorporate new companies are required to classify the principal activity of the company using the NACE classification for economic activities.

 Post-incorporation requirements

A company director must ensure that an annual return on behalf of the company is delivered to the CRO at least once in every calendar year. The annual return (Form B1) is a document setting out certain prescribed information in respect of the company. This document has to be filed with the CRO annually, regardless of whether or not the company is trading.

In almost every case, accounts must be attached to that return; the financial year end of those accounts must be no earlier than nine months before the date of the return. To comply with that requirement, it might be necessary to change your company’s statutory annual return date (ARD).

WARNING Don’t forget to send the B1 form on time or you may face penalties of over € 1000, legal persecution and even being prohibite to act as company director.

For further details about company directors and secretary responsibilities please read the CRO leaflets:

 Getting assistance & raising finance

There are many organizations that are willing to provide assistance to new business in the Republic of Ireland. We recommend to read the “KPMG Start-Up Success” guide (See useful links) to find a detailed list of these organizations. The main organizations are:

 
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