How to set up a limited company in Ireland: CRO, Form A1 and RBO
Most Irish businesses that trade through a company use a private company limited by shares, the "LTD" company governed by Parts 1 to 15 of the Companies Act 2014. A private limited company is a separate legal person: it owns its assets, signs its own contracts and owes its own debts, and the liability of each shareholder is limited to any amount unpaid on their shares (s. 17(2)). It can have a single shareholder and up to 149 members, needs no minimum share capital beyond one share, and its constitution is a single document rather than the old memorandum and articles of association.
Setting one up is an administrative process with the Companies Registration Office (CRO). You choose a name ending in "Limited" or "Teoranta", prepare the constitution, appoint at least one director and a company secretary, give a registered office address in the State, and file Form A1 online through the CRO's CORE system. At least one director must be resident in the European Economic Area unless the company takes out a €25,000 bond or obtains a certificate of a real and continuous link with an economic activity in Ireland.
Incorporation is only the start. Within 5 months the company must file its beneficial owners with the Register of Beneficial Ownership (RBO), it must register with Revenue for tax, and its first annual return falls due 6 months after incorporation. This guide takes you through each step in order, with the forms, fees and deadlines.
Key facts
Deadline
The first annual return date is 6 months after incorporation (s. 345(3)(a) of the Companies Act 2014), and the return must reach the CRO within 28 days after that date (s. 343(2)); late filing brings a late filing fee and loss of audit exemption. Beneficial ownership details must be filed with the RBO within 5 months of incorporation (reg. 20(2) of S.I. 110/2019). A change of registered office must be notified to the CRO within 14 days (s. 50(3)). A sole director cannot also act as company secretary (s. 129(6)), and a company left without any director for 28 consecutive days commits an offence (s. 128(2)).
What to do
- Decide whether an LTD is the right vehicle. A private company limited by shares under Part 2 of the Companies Act 2014 suits most owner-managed trading businesses: limited liability, a flexible constitution, one director permitted and no objects clause, so the company has full capacity to do anything lawful. The alternatives are a designated activity company (DAC), which has an objects clause and suits regulated or special purpose entities, a company limited by guarantee (CLG) for charities, clubs and management companies, or trading as a sole trader or partnership with no separate legal personality. Consider the tax position with an accountant: trading profits of a company are generally taxed at the 12.5% corporation tax rate, but extracting money as salary or dividends brings income tax, PRSI and USC.
- Choose and check the company name. Under s. 26 the name must end with "Limited" or "Teoranta" (abbreviated to "Ltd." or "Teo." after registration). Search the CRO register and the Irish trade mark register to make sure the name is not identical or too similar to an existing one, and avoid words that imply State connection or regulated activity (such as "bank", "insurance" or "Irish" in certain combinations) unless you have the necessary consent. The CRO can refuse an undesirable name. If you want to secure the name before you are ready to file, apply for reservation under s. 28 and pay the prescribed fee; the reservation lasts only for the period the Registrar specifies, so be ready to file promptly.
- Appoint the officers. The company needs at least one director (s. 128(1)) and a company secretary (s. 129(1)); where there is only one director, that person cannot also be the secretary (s. 129(6)), so a one-person company needs a second individual or a corporate secretarial service as secretary. A body corporate cannot be a director (s. 130). The directors must ensure the secretary has the skills or resources to do the job (s. 129(4)). Each director must give a PPS number on the incorporation application under s. 888A, inserted by the Companies (Corporate Enforcement Authority) Act 2021; a director without a PPS number applies to the CRO for a Verified Identity Number (VIN) using Form VIF before filing. Check that no proposed director is restricted or disqualified in Ireland or abroad.
- Meet the EEA-resident director rule. Under s. 137(1) at least one director must be resident in an EEA state. If none is, the company must either deliver with Form A1 a bond in the prescribed form to the value of €25,000 (s. 22(6) and s. 137(2)), which secures payment of certain fines and penalties the company may incur, or obtain a certificate under s. 140 that the company has a real and continuous link with an economic activity carried on in the State, supported by a statement from Revenue. Bonds are available from insurance companies for an annual premium. Do not file without one of these: the CRO will reject an application where no director is EEA-resident and neither a bond nor a certificate is in place.
- Prepare the constitution. Section 19 requires the constitution to state the company's name, that it is a private company limited by shares registered under Part 2, that members' liability is limited, the share capital (either authorised share capital divided into shares of a fixed amount, or the statement that the share capital stands divided into shares of a fixed amount), the number of shares taken by each subscriber (at least one each), and any supplemental regulations. It must follow the form in Schedule 1. Many founders use the CRO's model constitution and add supplemental regulations on share transfers, pre-emption rights, deadlock and leaver provisions. If there are two or more shareholders, put a shareholders' agreement in place at the same time; it is private and can deal with matters you would not want on the public register.
- Fix the registered office and activity. The company must at all times have a registered office in the State to which communications and notices can be addressed (s. 50(1)). It can be your home, your accountant's office or, since the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, an approved registered office agent; the Registrar can now strike off a company whose registered office is not genuine. Under s. 22(2) and (7) Form A1 must also state where the central administration will be carried on and describe the principal activity in the State, using the NACE classification code. The declaration under s. 24 confirms that the company is being formed to carry on an activity in the State.
- File Form A1 through CORE. Complete Form A1 online on the CRO's CORE system, attach or adopt the constitution, and have each subscriber, director and secretary sign or authenticate it (electronically where using CORE with a signature authentication code). The form contains the statement of first directors and secretary with their particulars and consents (s. 22) and the declaration of compliance (s. 24). Pay the registration fee online; check the current CRO fee schedule, as online filing is cheaper than paper. If all is in order, the Registrar issues a certificate of incorporation under s. 25, which is conclusive evidence that the company exists from the date stated. Processing time is typically several working days but varies with CRO backlogs.
- File with the RBO within 5 months. Under reg. 20(2) of the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 (S.I. 110/2019) every new company must deliver the details of its beneficial owners to the Register of Beneficial Ownership within 5 months of incorporation, and must also keep its own internal beneficial ownership register. A beneficial owner is generally any individual who owns or controls more than 25% of the shares or voting rights or otherwise controls the company; if nobody qualifies, the senior managing officials (the directors) are recorded instead. The filing is made online at rbo.gov.ie using the company's RBO code. Failure to file is an offence punishable by a class A fine.
- Register for tax and set up the company's records. Register the company with Revenue for corporation tax and, where relevant, as an employer for PAYE and for VAT, using Revenue's online registration (form TR2 for companies or the eRegistration service in ROS). Open a business bank account in the company's name; banks will ask for the certificate of incorporation, constitution, RBO confirmation and identification of the directors and beneficial owners. Set up the statutory registers (members, directors and secretaries, beneficial owners) and minute books. If the company will trade under a name other than its registered name, register that business name with the CRO under the Registration of Business Names Act 1963 before using it.
- Plan for ongoing compliance. The first annual return (Form B1) is made up to the date 6 months after incorporation and must be filed within 28 days after that date (ss. 343 and 345); it does not need accounts. After that, the return is due each year with financial statements attached. A small company can claim audit exemption under s. 358, but loses it if the annual return is filed late. Directors owe the fiduciary duties in s. 228, including acting honestly and responsibly in the interests of the company. Limited liability is not absolute: directors who knowingly carry on business recklessly or with intent to defraud creditors can be made personally liable in a winding up (s. 610), and directors of insolvent companies may face restriction or disqualification.
What to watch out for
- Filing without an EEA-resident director, a €25,000 bond or a s. 140 certificate. The CRO will reject the application, and if the only EEA-resident director later resigns, the company is in breach and can be struck off.
- Making the sole director the secretary. Section 129(6) forbids it, and the CRO will reject a Form A1 that does so. Arrange a second person or a company secretarial service before filing.
- Missing the first annual return. It is due 6 months and 28 days after incorporation, earlier than many founders expect. Late filing triggers a late filing fee that increases daily, loss of audit exemption for two years, and, if persistent, involuntary strike-off.
- Forgetting the RBO filing. The 5-month deadline is separate from the CRO filing; non-filing is an offence, and banks and other obliged entities will check the RBO before onboarding the company.
- Signing contracts before incorporation. A person who signs on behalf of a company that does not yet exist is personally bound unless the company ratifies the contract after incorporation (s. 45). Wait for the certificate, or make the contract expressly conditional.
- Treating the company's money as your own. Mixing personal and company funds undermines limited liability, creates a director's loan account that must be disclosed and taxed, and can expose you to personal liability in an insolvency.
- Using a registered office address that does not receive post. Statutory notices from the CRO, Revenue and creditors are served there; missing them can lead to strike-off or judgment in default.
- Not keeping the CRO register up to date. Changes of directors, secretary, registered office and share capital must be notified within short deadlines (14 days for directors and the registered office).
Legal basis
Related court decisions
Frequently asked questions
What is a private limited company in Ireland?
It is a company limited by shares formed under Part 2 of the Companies Act 2014, with "Limited" or "Ltd" at the end of its name. It is a separate legal person, can have one to 149 members, has a one-document constitution and full legal capacity, and its shareholders' liability is limited to any amount unpaid on their shares.
How much does it cost to set up a limited company in Ireland?
The CRO registration fee for Form A1 is modest, and filing online through CORE is cheaper than paper; check the current CRO fee schedule. Additional costs arise if you need a €25,000 non-EEA director bond, a company secretarial service, professional help with the constitution or a registered office agent. Formation agents typically charge a few hundred euro for a complete package.
How long does company registration take?
Once a complete Form A1 is filed online, the CRO usually issues the certificate of incorporation within several working days, though times vary with demand. Allow extra time if a director needs a Verified Identity Number, if you need a bond or s. 140 certificate, or if the CRO queries the proposed name or activity.
Can I set up an Irish company if I live outside the EEA?
Yes, but at least one director must be resident in an EEA state, unless the company holds a €25,000 bond under s. 137(2) or a Registrar's certificate under s. 140 that it has a real and continuous link with an economic activity in Ireland. A non-resident director without a PPS number also needs a Verified Identity Number from the CRO.
Can one person own and run a limited company?
One person can be the sole shareholder and sole director. However, the company must also have a secretary, and a sole director cannot hold that office. You therefore need a second individual or a corporate secretarial provider to act as company secretary.
What is Form A1?
Form A1 is the CRO application to incorporate a company. It contains the company name, registered office, principal activity and NACE code, details of the directors, secretary and subscribers with their consents, the share capital taken, and the declaration of compliance under s. 24. It is filed with the constitution, usually online through CORE.
What is the RBO and do I need to file?
The Register of Beneficial Ownership is the central register of individuals who ultimately own or control Irish companies. Every new company must file its beneficial owners, generally anyone holding or controlling more than 25%, within 5 months of incorporation under S.I. 110/2019. Where no such person exists, the directors are recorded as senior managing officials.
When is the first annual return due?
The first annual return date is 6 months after incorporation, and the return (Form B1) must be filed within 28 days after that date. The first return does not need financial statements. Later returns are due every 12 months and must include accounts; filing late costs a daily-increasing late fee and the audit exemption.
Does a new company need an auditor?
Not necessarily. A company that qualifies as small under s. 350 can avail of audit exemption under s. 358, provided its annual returns are filed on time and it is not part of a group that fails the small group test. Members holding at least 10% of voting rights can require an audit.
Am I personally liable for the company's debts?
Generally not, because the company is a separate legal person. Exceptions include personal guarantees you sign, contracts made before incorporation, reckless or fraudulent trading under s. 610 in a winding up, unpaid share capital, and some tax and employment liabilities. Directors of insolvent companies can also be restricted from acting for 5 years.
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