A company is a legal form of business organisation. It is 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.
A Form A1 is completed and submitted with a memorandum and articles of association. Please also see Info Leaflet No.1 - Company Incorporation for more information. There are Required Steps and Incidental Obligations prior to incorporation of a company which can be incorporated using different Registration Methods.
For information on a range of supports, both financial and non-financial, that are available to assist companies to grow, improve competitiveness, create employment and improve productivity go to DJEI website.
There are a number of company types:
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:
- A private 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 99.
- 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 the amount specified in the memorandum. 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 will be a private company the maximum number of members is 99. 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.
- 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 1963-2012. The nominal value of the company's allotted share capital must not be less than €38,092.14, at least 25% of which must be fully paid up before the company commences business or exercises any borrowing powers.
Bearer Shares: Please Note that a Public Company, if so authorised by its articles, may issue bearer shares under section 88 of the Companies Act 1963. Table A of a memorandum and articles does not contain such authorisation, so a public company would have to include an express authorisation in its articles of association before any issue of bearer shares can occur. A private company, however, cannot issue bearer shares. Section 33 of the Companies Act 1963 requires a private company to restrict the right to transfer its shares in its articles of association. Bearer shares, which are transferred by simple delivery of the share warrant, would be in conflict with such restrictions. Regulation 2 of Table A part 2 states that (d) "the company shall not have power to issue share warrants to bearer".
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.
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.
Undertakings for Collective Investment in Transferable Securities (UCITS)
UCITS are public limited companies formed under EU Regulation (European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 1989 & 1999) and the Companies Acts 1963-2012. The sole object of a UCIT is the collective investment in transferable securities of capital raised from the public that operates on the principle of risk-spreading. The competent authority, which must approve all registrations of UCITS that wish to carry on activities within the State, is the Central Bank of Ireland.
European Economic Interest Groupings (EEIG)
EEIG's are provided for under SI No. 191 of 1989 - European Communities (European Economic Interest Groupings) Regulations 1989, and SI No. 447 of 2010 European Communities (European Economic Interest Groupings) (Amendment) Regulations 2010. It is a mechanism through which business within the EU can engage in cross-border commerce. The purpose of an EEIG is to facilitate or develop the economic activities of its members. An EEIG must have a minimum of two members, who may be companies or natural persons, from different Member States. The manager of a Grouping may be a natural person or a body corporate.
Societas Europaea (SE)
A Societas Europaea or SE is a European public limited liability company formed under EU Regulation (Council Regulation 2157/2001) and the European Communities (European Public Limited Liability Company) Regulations 2007. S.I.21/2007.
An SE can be formed by merger or as a holding or subsidiary SE or by conversion of a plc to SE. An SE must have members from different Member States unless an SE itself is setting up a subsidiary SE.
Cross Border Merger
A cross border merger is where a company merges with another company or companies (at least one of which is an EEA company) under EU Regulation, Statutory Instrument 157 of 2008 (link to Attorney General's website) and this can involve the formation of a new company.
A cross border merger can be achieved in several different ways, each with different requirements:
- merger by acquisition
- merger by formation of a new company
- merger by absorption
Common draft terms are completed and submitted together with form CBM1 to the CRO. Notice must also be given in two newspapers regarding the terms. An office copy of the court order approving the merger must be submitted to the CRO. If the company is due to be deleted from the register, it cannot be done until notice has been received from the relevant authorities.
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