Ireland
Types of Corporate Entities and the new Companies Act 2014
Ireland Advantages
The process of setting up a company in Ireland is governed by the Companies Act. To enhance the environment for foreign investors looking to establish companies in Ireland, significant amendments and modernizations were introduced to the Commercial Code at the beginning of 2015.
These changes, encompassed within the Irish Companies Act, not only facilitated the registration process but also included the replacement of limited liability companies with innovative business structures. Foreign entrepreneurs have the flexibility to opt for various business entities, including partnerships and sole proprietorships. Additionally, foreign companies can explore the option of establishing subsidiaries or branch offices in Ireland. Our dedicated Business Development Team is readily available to provide comprehensive support and guidance in this regard.
The Companies Act recognizes various legal entities that can be incorporated as limited companies in Ireland, each designed to meet distinct business needs:
Private Company Limited by Shares (LTD)
In an LTD, shareholders’ liability is limited to the number of shares they hold within the company. This structure provides a degree of protection for shareholders.
Designated Activity Company (DAC) Limited by Shares
DACs are specifically tailored for businesses engaged in particular activities, as outlined in their statutory documents. This type of structure offers precision in managing business operations.
Designated Activity Company (DAC) Limited by Guarantee
In a DAC limited by guarantee, shareholders are liable for the company’s debts to the extent of the shares they hold, as with the DAC limited by shares. However, they are also liable for an amount equal to their contribution to the company’s capital.
Company Limited by Guarantee (CLG)
CLGs are particularly suited for charitable organizations, as they do not require a minimum share capital. This structure aligns with the objectives of organizations focused on altruistic missions.
Public Limited Company
Public limited companies must have a minimum share capital of EUR 25,000. These companies have the option to offer their shares on the stock market, making them available to the general public.
Limited Partnership
A partnership involves a business collaboration between a minimum of two individuals with the aim of generating profit. Such a partnership is typically composed of a minimum of two participants, and generally, it does not exceed 20 members. However, specific financial partnerships might comprise up to 50 members. Importantly, a partnership does not possess autonomous legal status, which means it lacks a distinct legal identity that is separate from the individual partners forming the partnership. In instances where a partnership adopts a name that does not exclusively feature the actual names of its partners, it is mandatory to register that name as a Business Name.
The Limited Partnership Act of 1907 offers a framework for establishing a limited partnership wherein certain members benefit from limited liability regarding the firm’s financial obligations. Their liability is confined to the extent of their respective contributions. Similar to a general partnership, a limited partnership is not considered a distinct legal entity.
A limited partnership must include at least one general partner and one limited partner. Generally, the partnership’s membership should not surpass 20 individuals, except in cases where banking activities are involved, where the membership should not exceed 10 individuals. The general partner(s) hold full responsibility for all of the firm’s financial obligations and debts. On the other hand, limited partners contribute a specified amount of capital and are not held liable for the partnership’s financial obligations beyond the sum they have contributed.
It is crucial for a limited partnership to complete registration with the Companies Registration Office (CRO) in compliance with the regulations outlined in the 1907 Act; failure to do so would classify the partnership as a general partnership. For a limited partnership to operate, registration with the Companies Registration Office (CRO) is mandatory in accordance with the 1907 Act. Failure to meet these registration requirements would result in the partnership being classified as a general partnership.
If you are interested in leveraging the excellent tax benefits associated with an Irish Limited Partnership for your international business endeavors, our business development managers are well-equipped to provide you with comprehensive information and guidance.
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