What is an Irish limited company?
A private company limited by shares (LTD) is the most common business structure in Ireland. It is governed by the Companies Act 2014, which introduced the LTD as a simplified, single-document company type. An LTD has separate legal personality, meaning it is a legal entity distinct from its shareholders and directors. The company can enter contracts, own assets, and incur liabilities in its own name.
Unlike older company types, an Irish LTD does not require a memorandum of association stating its objects. It can carry on any lawful activity. Its constitution is a single document, based on Schedule 1 to the Companies Act 2014, which sets out the rules by which the company is governed.
Key features of an Irish LTD:
- Separate legal entity with limited liability for shareholders.
- Minimum of one director and one company secretary (a sole director cannot also be the company secretary unless a corporate secretary is appointed).
- Maximum of 149 shareholders.
- No minimum share capital requirement.
- Must have a registered office in Ireland.
- Must file an Annual Return (Form B1) with the CRO every year.
Step 1: Choose and reserve your company name
Your company name must end with "Limited" or "Teoranta" (the Irish language equivalent). You can check name availability free of charge using the CORE online system at core.ie. The CRO does not permit names that are identical or too similar to existing registered companies, names that are misleading about the nature of the company, or names containing certain restricted words (such as "Bank", "Insurance", or "National") without specific approval.
You can reserve a company name online via CORE for a fee of €25. Reservation holds the name for 28 days. If you proceed with formation within that window, the reservation fee is not an additional charge on top of the €50 registration fee; you pay the €50 incorporation fee when you file the A1.
You should also check the Trade Mark Register at the Intellectual Property Office of Ireland (IPOI) to confirm that your proposed name does not infringe an existing registered trademark. The CRO registration of a company name does not grant any trademark rights and does not prevent an action for passing off or trademark infringement.
Step 2: Appoint directors and a company secretary
Every Irish LTD must have at least one director. There is no upper limit on the number of directors. Directors must be at least 18 years of age. A person may be disqualified from acting as a director by the courts under the Companies Act 2014, and the CRO maintains a public register of disqualified and restricted persons.
Every company must also have a company secretary. The company secretary must be distinct from a sole director. If the company has more than one director, a director may also be the secretary. The company secretary is responsible for maintaining the statutory registers, ensuring Annual Returns are filed on time, and general compliance with the Companies Act 2014.
Directors and the company secretary must provide their full name, residential address, date of birth, nationality, and consent to acting in their role. This information is filed with the CRO and becomes part of the public register.
Any change in directors or the company secretary after incorporation must be notified to the CRO using Form B10, filed electronically via CORE within 14 days of the change. The CRO reported 78,521 B10 forms received in 2024.
Step 3: EEA-resident director or Section 137 Bond
Under Section 137 of the Companies Act 2014, every Irish company must have at least one director who is ordinarily resident in a Member State of the European Economic Area (EEA). The EEA comprises the 27 EU member states plus Iceland, Norway, and Liechtenstein. The United Kingdom ceased to be EEA for this purpose on 1 January 2021 following Brexit.
The requirement is based on residency, not citizenship. A director with an EU passport who lives in New York does not satisfy the requirement. A director with a US passport who lives in Dublin does.
If all your directors live outside the EEA, you must place a Section 137 Bond before the CRO will accept your formation application. The bond is a surety bond to the value of €25,000, arranged through a licensed bond provider, valid for two years. The cost is typically €1,500 to €2,050 for the two-year period. For a full explanation, see our Section 137 Bond guide.
Step 4: Choose a registered office address
Every Irish company must have a registered office address in Ireland. This address must be a physical premises, not a PO box. It is filed with the CRO and becomes part of the public register. All official CRO and Revenue correspondence is sent to the registered office.
The registered office address does not have to be where the company trades. Many companies use a licensed TCSP or solicitor's office as their registered office. Any change of registered office after incorporation is notified using Form B2 via CORE.
Under Irish and EU law, company formation, registered office, and secretarial services may only be provided by a registered accountant, auditor, solicitor, or a licensed Trust or Company Service Provider (TCSP). Obtaining these services from an unlicensed provider is unlawful. Workhub is a licensed TCSP regulated by the Department of Justice.
Step 5: Prepare the company constitution
An Irish LTD has a single-document constitution based on Schedule 1 to the Companies Act 2014. The constitution sets out the rules for running the company: how directors are appointed and removed, how shares are issued and transferred, how general meetings are conducted, and the rights of shareholders.
The constitution must be signed by each subscriber (founding shareholder), who must also state their address and description and handwrite the number of shares they are taking (not less than one share). Signatures must be witnessed and dated.
Most companies use a standard constitution based on the Schedule 1 template. This is prepared as part of the formation process by your TCSP.
Step 6: File Form A1 with the CRO
The Form A1 is the application to incorporate a company. It is filed electronically via CORE at core.ie. The A1 requires:
- The full proposed company name.
- The registered office address in Ireland.
- Details of all directors and the company secretary (names, addresses, dates of birth, nationality, consent signatures).
- Details of the subscribers and the shares they are taking.
- The company's NACE code (the EU classification of economic activities).
- A declaration that all requirements of the Companies Act have been complied with.
Several A1 fields are common rejection triggers because the portal cross-checks them against government records in real time. Take particular care with the following:
| Field | What to watch |
|---|---|
| Registered office | The physical Irish address from Step 4. A PO Box is rejected outright; a compliant virtual office is accepted. It must match your supporting documents exactly. |
| Company secretary | You formally appoint the secretary here, with their full name, date of birth, and residential address. For a single-director LTD, this must be a different person or a corporate entity. |
| Principal activity (NACE code) | Select the 4-digit NACE code that best describes your trade. Revenue uses this code to categorise your business for tax, so accuracy matters. If you register a DAC, the NACE code must fall within the objects clause in your constitution, or the application is rejected for inconsistency. |
| Identity verification (the DSP check) | For any director with an Irish PPSN, the portal performs a real-time handshake with the Department of Social Protection (DSP). If the name or date of birth varies by even a single character from the PPSN record, the portal blocks the submission and the form cannot be saved. Non-resident directors without a PPSN must first obtain an Identified Person Number (IPN) via Form VIF. |
The A1 filing fee is €50, payable electronically via CORE. The constitution is uploaded as a PDF as part of the submission.
Processing times at the CRO vary. The standard Ordinary A1 Online Scheme typically takes 3 to 4 weeks from submission date. The Fé Phrainn (expedited) online scheme is faster, typically 3 to 5 working days, and is the scheme used by most professional formation agents. Both are available through CORE.
On successful registration, the CRO issues a Certificate of Incorporation stating the company's name, registered number, and the date of incorporation. The company comes into legal existence on that date.
Step 7: Register with Revenue
Incorporation with the CRO does not automatically register your company with Revenue. You must separately notify the Revenue Commissioners of your new company.
Corporation Tax registration is required. This is done via Revenue's Online Service (ROS) at ros.ie by filing a TR2 form. Your company must register for Corporation Tax within 30 days of commencing to trade.
VAT registration is mandatory once your annual turnover exceeds €42,500 for services or €85,000 for goods. You may register voluntarily below these thresholds. VAT returns are filed through ROS, typically bi-monthly.
If you intend to employ staff, including paying yourself a salary as a director, you must register for PAYE/Employer PRSI. This is also done via ROS.
The Corporation Tax return (Form CT1) is filed annually, no later than nine months after the end of the company's accounting period. The deadline is the 23rd of the ninth month if filed electronically via ROS.
Step 8: Register beneficial ownership (RBO)
All Irish companies must register their beneficial owners with the Register of Beneficial Ownership (RBO), maintained by the CRO. This is a legal requirement under the European Union (Anti-Money Laundering) Regulations 2019, which implement the EU's Fourth and Fifth Anti-Money Laundering Directives into Irish law.
A beneficial owner is any individual who ultimately owns or controls, directly or indirectly, more than 25% of the shares or voting rights in the company, or who otherwise exercises control over the management of the company. All beneficial owners must be identified and their details filed with the RBO.
RBO registration is done electronically via rbo.gov.ie and must be completed within five months of incorporation. The filing is free of charge. Failure to register is a criminal offence and is now a direct ground for involuntary strike-off of the company. Any changes to beneficial ownership must also be notified to the RBO promptly.
Step 9: Open a business bank account
Opening an Irish business bank account is a separate process from company formation. Irish banks conduct their own enhanced due diligence on new companies, particularly those with non-resident directors or international shareholders.
You will typically need to provide:
- Certificate of Incorporation.
- Memorandum and Articles of Association (company constitution).
- Proof of registered office address.
- Certified identity documents and proof of address for all directors and significant shareholders.
- Details of the company's business activities and expected transaction volumes.
- Section 137 Bond (if applicable).
Companies formed through a licensed TCSP, with a proper registered office address and completed AML/KYC verification, are generally better positioned in the bank account opening process than those formed through unregulated online services. Irish banks are required to apply enhanced due diligence to higher-risk customers, which includes newly formed companies with non-resident directors.
Avoiding common CRO rejections
Although the CORE portal is user-friendly, the Registrar at the CRO follows strict legal protocols with no margin for error. To improve your chances of first-time approval, consider these professional insights and common pitfalls:
| Tip | Detail |
|---|---|
| Share capital nominal value | To avoid personal liability, use a low nominal value (for example, €0.01 per share). Setting this at €1.00 for millions of shares creates an immediate debt you owe to the company. |
| Residential addresses | Directors must provide their home address. Using the company's business address in the residential field is a frequent cause for rejection. |
| The witnessing rule | Every subscriber's signature on the constitution must be witnessed by a third party. The witness must provide their residential address; failing to include the witness's home address is a top-five reason for CRO returns. |
| The wet ink rule | CORE generates a signature page after data entry. The CRO generally requires this page to be signed with a physical (wet ink) signature and scanned for upload. Digital signatures (such as DocuSign) are typically rejected for this document. |
How company registration differs in Ireland, the UK and USA
Please note these key differences when registering a business in Ireland, the UK, and the USA. While the process is broadly similar (incorporation, appointing directors, and establishing a registered office), Irish regulations impose stricter requirements around the constitution, director residency, and annual filing obligations.
Knowing these differences helps international founders avoid delays, compliance issues, and extra costs.
| Topic | Ireland | UK | USA |
|---|---|---|---|
| Constitution / governance document | Every company files a constitution. DACs require an objects clause. | Private companies file Articles of Association. An objects clause is usually not required. | Companies have Bylaws. This is an internal document and is not filed with state authorities. |
| Director residency | At least one EEA-resident director or a Section 137 bond required. | No residency requirement for directors. | Usually no residency requirement. Only a registered agent with a physical address in the state is required (for example, Delaware, California, and New York). |
| Registered office | Must be a physical address in Ireland. PO Boxes are prohibited, but a compliant virtual office is allowed. | A PO Box can be used for service addresses in some cases. | Must have a registered agent with a physical address in the state. |
| Annual filing / returns | First Annual Return six months from incorporation; strict audit exemption rules. | Confirmation Statement annually; separate accounts filing. | State-dependent; some states require annual reports or franchise taxes. |
Ongoing compliance obligations
Once your company is incorporated, you take on a set of ongoing legal obligations as a director. The most important are:
- Annual Return (Form B1): filed electronically via CORE once a year. The first Annual Return is due exactly six months after the date of incorporation. It must be filed within 28 days of the Annual Return Date (ARD). The first Annual Return does not require financial statements. All subsequent Annual Returns must have financial statements attached. Late filing triggers an immediate penalty of €100 plus €3 per day, up to a maximum of €1,200. As of July 2025, you lose your audit exemption only if you file an annual return late twice within a five-year period (the Two Strikes rule); a single late filing no longer costs the exemption.
- Corporation Tax Return (Form CT1): filed annually via ROS, due no later than the 23rd day of the ninth month after your accounting period end.
- Maintaining company records: the Companies Act 2014 requires companies to maintain a Register of Members, Register of Directors and Secretaries, Register of Beneficial Ownership, and other statutory registers. These must be kept at the registered office or another notified location.
- Notifying changes to the CRO: changes in directors, company secretary, registered office, or shareholding must be filed using the appropriate CRO form within 14 days of the change.
- Section 137 Bond renewal: if your company holds a bond, it must be renewed every two years or replaced with an EEA-resident director.
Frequently asked questions
Can I use a digital signature (like DocuSign) for my incorporation documents?
No. While the CORE portal is digital, the Form A1 signature page still follows the wet ink rule. You must print the page, sign it with a physical pen, and scan it back into the system. The CRO typically rejects digital or electronic signatures for this specific document.
I have an RBO Number from a previous company. Do I still need an IPN?
If you already hold a verified identity number from a previous Irish company filing, you may be able to reuse it rather than applying for a new one, because the Form VIF identity-verification process issues a single number used across CRO and RBO filings. Applying for a new number when you already hold one can trigger a duplicate-identity error and delay your application. If you are unsure which number to use, confirm with the CRO (CRO Form VIF guidance at cro.ie).
What happens if the name on my PPSN record is slightly different from my passport?
The CORE portal performs a real-time handshake with the Department of Social Protection (DSP). If your name or date of birth differs by even a single character (for example, "Jon" vs "Jonathan"), the portal will block your submission. Ensure your entry matches your official PPSN record exactly before hitting submit.
I am the sole director of my new LTD company. Can I also be the secretary?
No. If you register a Private Company Limited by Shares (LTD) with only one director, Irish law requires you to appoint a separate person or a corporate entity as the company secretary. However, if you choose a Designated Activity Company (DAC) structure, a single director is permitted to also act as the secretary.
Is it true that I lose my audit exemption if I file my first return late?
Under the rules updated in July 2025, you no longer lose your audit exemption for a single late filing. You now only lose it if you fail to file your annual return on time twice within a five-year period. Late filing still brings an immediate penalty of €100 plus €3 per day.
Can I use my home address as the company's registered office?
You can, provided it is a full physical postal address within the State. PO Boxes are strictly prohibited. The Registrar has enhanced powers to request proof of address (such as a utility bill or lease) to ensure the office is a legitimate location for legal service.
Can I use a Workhub virtual address as my registered office?
Yes. Under Section 50 of the Companies Act 2014, every Irish company must maintain a physical office within the State where legal documents can be delivered by hand. Because Workhub provides a real, staffed street address rather than a mere PO Box, it is fully compliant with the CRO requirements.
I am a UK citizen living in London. Do I count as an EEA-resident director?
No. Since Brexit, the UK is no longer part of the European Economic Area (EEA). Even if you hold an Irish or EU passport, the law is based on physical residency, not citizenship. In practice, this means being physically resident (commonly interpreted as 183 days or more per year) in an EEA member state. If you are not, your company must either appoint an EEA-resident director or put a Section 137 bond in place.
I am a non-EEA citizen (for example US, UK, or Canadian) but I live permanently in the EU. Do I count as an EEA-resident director?
Yes. For the purposes of Section 137 of the Companies Act, the law cares about physical residency, not your passport or citizenship. If you are physically present in an EEA member state (such as Ireland, France, or Germany) for at least 183 days a year, you satisfy the requirement. In this case, your Irish company does not need a Section 137 bond, even though you hold a non-EEA passport.
Does the Section 137 bond cover my company's general liabilities?
No. The €25,000 bond is a specific surety bond for the government, not a general insurance policy. It only covers specific statutory fines and penalties if the company fails to pay them and has no EEA-resident director to hold accountable. It does not protect you from professional indemnity claims, public liability, or general business debts.
I am concerned about my home address being public. Can I hide it on the CRO?
As of late 2025 and early 2026, new privacy rules allow directors to provide a service address for the public register. However, you must still provide your usual residential address to the CRO for their internal records. This private address is shared with the Revenue Commissioners and An Garda Síochána (Ireland's police force) but is no longer accessible to the general public via the CORE search.
This guide is for general informational purposes and reflects the position under the Companies Act 2014 and associated legislation as of May 2026. It does not constitute legal advice. For advice specific to your situation, consult a solicitor or qualified adviser. Workhub is a licensed TCSP regulated by the Department of Justice of Ireland.