Formation
The incorporation of a company in Ireland involves filing formation documents and a draft constitution with the Companies Registration Office (CRO). Upon approval, the CRO issues a Certificate of Incorporation, confirming the company’s existence. Incorporation options include ordinary (15 working days), Fé Phráinn (10 days), and Online A1 schemes (5 days), with the latter two offering faster processing for preapproved formats.
Formation agents simplify the process by preparing documents or providing pre-formed “shelf” companies, though the use of such companies has declined due to increased compliance requirements. Under the Companies Act 2014, companies can be formed for lawful purposes by subscribing to a constitution. LTDs may trade immediately, while public companies require additional certification for trading.
Key incorporation documents include the constitution, specifying the company’s name, liability, share capital, and regulations. The 2014 Act simplifies requirements, granting LTDs unlimited capacity to conduct activities, removing “ultra vires” restrictions. Default procedural provisions are outlined in the Act but may be amended via the constitution.
Promoters, responsible for forming companies, owe fiduciary duties, ensuring no secret profits are made. Breaches may result in restitution or penalties. Historical requirements included a Memorandum and Articles of Association, statutory declarations, and compliance confirmations, now streamlined under modern legislation. The CRO electronically publishes incorporation details.
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