When choosing your company name you need to be aware that there are certain restrictions.  The name should be unique and clearly distinguishable from the names of all other Irish registered companies.  
The Companies Registration Office will refuse a proposed company name if:

It is identical to a name already appearing on the register of companies;
It is too similar to a name already appearing on the register of companies;
It is offensive;
It would imply that the company is a state sponsored body; 
The use of certain words such as “bank”, “insurance”, “assurance”, “society”  and “co-op” to name but a few, need special permissions.

Company Type:

A “Private Company Limited by Shares” is the most common method of incorporation for people wanting to start a business in Ireland.  The company is a separate legal entity, entirely distinct from its shareholders.
The members are protected by limited liability which means that their potential exposure to the debts and liabilities of the company is limited to the amount, if any, unpaid on the shares they hold.
As long as the company is operated in compliance with company law the shareholders and/or directors cannot be held liable for company debts.

Some other forms of companies are:
a Company Limited by Guarantee;
a Public Limited Company;
a Single Member Company; and
an Unlimited Company.

Please Contact Us should you require further information or assistance in relation to any of these additional company forms.

Registered Office:

The company’s Registered Office is the official address of the company.  It must be located in the Republic of Ireland and must be a physical address, not just a post box number.  
All correspondence from the Companies Registrations Office will be forwarded there.

Company Secretary:

All companies registered under the Companies Acts 1963-2009 must have a Company Secretary.  The Company Secretary’s main functions are to oversee the company’s day-to-day administration and to ensure specifically that the company complies with the law and observes its own regulations.  
The Secretary may be one of the company’s directors.  A body corporate may act as a Secretary to a company (but not to itself).  The Company Secretary in a private company is not required to have any formal qualifications.

Company Directors:

All companies must have a minimum of two directors.  The directors are responsible for running and managing the company.  One of the directors is required to be resident within the European Economic Area (EEA).  
There is an exemption to this rule which involves the taking out of a bond which insures the company for a sum of €25,394.76.  The following extract from the website of the Office of the Director of Corporate Enforcement summarises the main duties and responsibilities.

“Directors’ common law duties can be summarised into three principles: 
Directors must exercise their powers in good faith and in the interests of the company as a whole.
Directors are not allowed to make an undisclosed profit from their position as directors and must account for any profit which they secretly derive from their position as a director.
Directors are obliged to carry out their functions with due care, skill and diligence.”
“Directors’ statutory duties are as follows:
Duties as a company officer under the Companies Acts;
Duty to maintain proper books of account;
Duty to prepare annual accounts;
Duty to have an annual audit performed;
Duty to maintain certain registers and other documents;
Duty to file certain documents with the registrar of companies;
Duty of disclosure of certain personal information;
Duty to convene general meetings of the company;
Duties regarding transactions with the company;
Duties of directors of companies in liquidation and directors of insolvent companies”

Shareholders:

The shareholders are the owners of the company.  The number of shares issued should be divided in a manner that represents the proportionate ownership of the company. Additional information is provided in the Authorised and Issued Share Capital Section.

Statutory Audit Exemption:

Not all companies are obliged to have an annual audit.  There is an exemption that exists for small-to-medium sized private companies.  
In order to avail of the audit exemption, the company must satisfy all of the following conditions, both in respect of the current financial year and the preceding financial year, unless the year in respect of which the exemption is being claimed is the company’s first financial year:
the company is a company to which the Companies (Amendment) Act 1986 applies i.e. a private limited company;
the company has a turnover of less than €7.3 million during its financial year; 
the assets of the company are less than €3.65 million at the end of its financial year; 
the company has an average of less than 50 employees for the year;
the company must not be a subsidiary or parent company.
It is important to be aware that late filing of Annual Returns with the CRO disqualifies companies from availing of audit exemption.

Should you require more detailed information on audit exemption please feel free to Contact Us.

Share Capital:

The Authorised Share Capital of the company represents the total amount of shares a company can issue. We recommend for most companies an Authorised Share Capital of €1,000,000 divided into 1,000,000 shares of €1 each.

The Issued Share Capital is the number of shares that have actually been allotted and paid for by the shareholders. We suggest issuing 100 shares of €1 each.  The 100 shares are divided between the shareholders to reflect the proportionate ownership of the company.  

For example two shareholders each holding 50 shares representing an equal ownership whereas one shareholder holding 90 shares and the other holding ten would suggest the second shareholder is not as actively involved in the company.