The legal bases for setting up a business in Ireland are the Companies Acts, Orders and Regulations 1963 - 2012 which include regulations on the use of company names and company registration.
Legal forms for businesses
To set up a business in Ireland, entrepreneurs need to choose between several company types:
- Single member company - limited by shares or a guarantee company having share capital and belonging to one person;
- Private company limited by shares - liability is limited to the amount, if any, unpaid on the shares held by its members;
- Private company limited by guarantee having share capital - liability is limited to the amount the members have agreed to contribute to the assets of the company and the amount, if any, unpaid on shares held by them;
- Unlimited company - public/private - liability of the members is unlimited;
- Public limited company - liability is limited by shares. It must have at least seven members and a minimum nominal capital of €38,092;
- Public company limited by guarantee and not having share capital - liability is limited to the amount its members have agreed to contribute to the assets of the company, in the event of its being wound up;
- Undertakings for Collective Investment in Transferable Securities (UCITS) - Public Limited Companies formed under EC Regulation and the Companies Acts (1963 - -2012). The object is the collective investment in transferable securities of capital raised from the public that operates on the principle of risk-spreading (sharing of all risks);
- European Economic Interest Groupings (EEI G-) - these are mechanisms through which businesses within the EU can engage in cross-border trade. The purpose is to facilitate or develop the economic activities of its members;
- European Company (also known as 'Societas Europaea') - this can operate on a Europe-wide basis and be governed by EU law directly applicable in all member countries.
Business activities and related rules
Certain legal and regulatory requirements must be fulfilled in particular fields of business including banking, insurance, brokerages and agencies, agriculture and transportation.
Business plans and evaluation
The Business Access to State Information and Services (BASIS) website provides links to a Workbook on Starting your own Business as well as documents detailing the steps involved in starting your own business.
To succeed, a new business needs a sound commercial strategy and secure financing.
Some standard requirements to be completed when setting up a business are the same as when opening a branch.
The Services Directive: Points of single contact
The Services Directive is a European law that aims to make life easier for businesses that wish to provide services in the European Union - in their home country or abroad. The Directive defines the rules that apply to entrepreneurs wishing to establish a business or perform temporary services in the EU/EEA area (the 27 EU member states, plus Iceland, Liechtenstein and Norway). It obliges member states to eliminate unnecessary bureaucracy, simplify formalities for businesses and make public administrations more efficient.
For the implementation of the Directive, each member state had to set up ‘Points of Single Contact (PSC)’, e-government portals which help businesses complete their administrative procedures on-line. The PSCs provide comprehensive information on all administrative matters related to setting up or expanding a services business in a given country. This includes for example:
- Which licences, notifications or permits do I need to obtain to start a business (at home or abroad)?
- What do I need to do when I want to offer my services abroad on a temporary basis?
- What do I need to do to apply for a licence? Which authority is responsible?
- Are the licences subject to a fee? What kinds of deadlines apply?
- Which acts and decrees apply in my sector?
- What do I need to do to establish, for instance, a restaurant or a shop? Or to work as a tour operator in another country without actually setting up a company?
- Where can I turn for personalised advice and further information?
With the PSCs, you no longer need toapproach various authorities one by one!! The PSC allows you to find all relevant information and to send in your online applicationsto the responsible authority through one single contact point, the PSC. You can complete your administrative formalities electronically through the PSC. Just contact the PSC of the country that you want to do business in.
All PSCs are part of the European EUGO network; through a central website you can easily access all PSCs in Europe. Of course, the services of the PSCs are optional. You may always address yourself directly to the relevant authorities, too.
While Ireland has not yet established a fully functional one-stop shop for start-ups, it does have a single online access point for businesses. This website, called Business Access to State Information and Services (BASIS) provides comprehensive government information and services to businesses. There is also a one-stop shop for start-ups in the Shannon region.
Registering a company
The Companies Registration Office (CRO) is responsible for incorporating companies and registering business names. By recording his/her name in a Memorandum of Association, any person complying with legal requirements (Company Act) may form an incorporated company.
If the name of your business differs from your own, you must register it before applying to register your company with the CRO. Once this is done, the registration forms must be filled out and sent within one month of the adoption of the business name. The registrar issues a registration certificate for each business name registered.
The CRO allows -members of the Fe Phrainn Scheme to register a company online. A business name can be registered online by any individual, partnership or company. Three main forms must be submitted to establish a company:
- Memorandum of association;
- Articles of association;
- Form A1.
The registration process will vary slightly, depending on the type of company to set up.
Social security and Tax registration
You should advise the tax office, Revenue, when you start in business. You can do this by filling in one of the following forms:
- Form TR1 - Tax registration form for Sole Traders, Trusts and Partnerships;
- PREM Reg - Employer (PAYE (Pay-As-You-Earn)/PRSI (Pay-Related-Social-Insurance)) Tax Registration Form.
These forms can be used to register for any or all of the following:
- Income Tax;
- Employer's PAYE/PRSI;
- Value Added Tax;
- Relevant Contracts Tax.
If you are setting up a company, you should fill in form TR2. Form TR2 can be used to register for any or all of the following:
- Corporation Tax;
- Employer's PAYE/PRSI;
- Value Added Tax;
- Relevant Contracts Tax.
Shortly after registration you may receive or request a visit from a Revenue official to provide you with assistance in dealing with the tax system. You can request a "New Business Visit " from your local Revenue office.
Individuals may also apply for a Personal Public Service Number (PPS Number). The PPS Number is a personal reference number (not a national identity number), issued by the Department of Social and Family Affairs, which helps you to apply for benefits and to get information from public services, such as Revenue or Social Welfare, quickly and easily.
Setting up a shop
Conditions in Ireland are favourable for entrepreneurs as they can begin trading within a mere five days of company registration, depending on the registration method used. New company registration costs €50 electronically or €100 on paper. There is also a fee for registration of a new business name.
In addition to registration with the Revenue service, for some sectors of business, including banking, insurance and transportation (e.g. taxis), particular permits are required."
For certain professional occupations, such as to practise as a doctor, accountant or lawyer, you are required to register with and are regulated by the relevant professional bodies.
The Business Access to State Information and Services (BASIS) portal provides online government information and services to businesses. The information is structured around the life cycle of a business, such as starting up, employing staff, etc.
The businessregulation.ie portal provides information, guidance and contact details from over 30 government bodies. The portal’s content and layout is intended to aid small businesses in particular in complying with government regulation.
The 2007- 12 Seed and Venture Capital Programme was launched to improve access to finance for small companies. Enterprise Ireland is investing €175 million under this programme.