When registering an Irish company, it is important to choose the right company type. Depending on the type of business, there are a number of different options to choose from when setting up a company in Ireland. 

Parts 1-15 of the Companies Act apply exclusively to Private Companies Limited by Shares as it is the most popular company type used. All other company types are dealt with in Parts 16-25.

The Companies Act broadly classifies companies to Private or Public and Limited or unlimited. Private or Public relates to who has ownership while Limited or Unlimited refers to repayment of debt.

Below is a list of the company types available under the Companies Act:

• private company limited by shares (LTD)
• designated activity company (DAC), which can be either
• private company limited by shares
• private company limited by guarantee and having a share capital
• private unlimited company (ULC)
• public limited company (PLC)
• public unlimited company (ULC)
• company limited by guarantee (CLG)
• external company is an EEA or non-EEA company 
• External Companies as not detailed within this blog, if you seek further information of external branches please contact the OmniPro Corporate Consultants team.

Private Companies

The Private Company Limited by Shares (LTD) is the most popular form of company incorporated in Ireland. In 2022 Limited Companies made up 89% of the Register followed by CLGs at 6% and DACs and ULCs both at 2% each.

These company types may be formed to carry out lawful business in the State, by any person or persons subscribing to a constitution and complying with the requirements of the Act.

Private company limited by shares 

The shares in an Irish Private Company Limited by Shares are owned by its shareholders. The members’ liability, if the company is wound up, is limited to the amount unpaid on the shares they hold.

Characteristics of a Limited Company include;

• It has limited liability 
• It has a share capital, but may choose not to have an authorised share capital as permitted under Companies Act 2014 
• It has a limit of a maximum of 149 members
• It can pass majority written resolutions (special and ordinary)
• It has the option to dispense of its Annual General Meeting
• It can claim eligibility for audit exemption
• It has a minimum age for directors of 18
• It may have a single Director
• In these cases the Secretary must be a different person/body corporate
• It is governed by its Constitution
• It does not have stated objects
• Its name must end in ‘Limited’ or Teoranta’

Designated Activity Company 

A Designated Activity Company is determined in Part 16 of the Companies Act 2014. It has a constitution document that includes a memorandum and articles of association.

Characteristics of a Designated Activity Company include;

• It must have at least two directors and all directors must be over the age of eighteen 
• Designated Activity Companies have a memorandum which states the objects for which the company is incorporated
• It has limited liability and has a share capital or is a private company limited by guarantee
• It can pass majority written resolutions 
• It cannot dispense with the need to hold an AGM where there are 2 or more members
• The name of the company must end in "Designated Activity Company" or "CuideachtaGhníomhaíochtaAinmnithe" unless exempted
• It can claim eligibility for audit exemption 

Certain companies are specifically envisaged as being DACs. Examples include charities, management companies, etc. Typical companies that chose this option are:

1. Companies Limited by Guarantee whilst having a share capital.
2. Companies incorporated to complete a specific or sole purpose which for legal reasons wish to have the company powers restricted (e.g., a Joint Venture).
3. Any existing Limited Companies that fall under regulation to trade in specific markets (e.g., Financial Regulations) & companies that have published an offering document and list securities.
4. Trustee Companies and any Special Purpose Vehicle (SPV) Companies.
5. Any companies with shareholders who have a strong preference to be incorporated as a DAC

Guarantee Companies

Company Limited by Guarantee

A CLG does not have a share capital and so does not have shareholders but members instead. A company which does not have a share capital, and which has the liability of its members limited to the constitution to such amount as the members may contribute to the assets of the company in the event of it being wound up.

Characteristics of a Company Limited by Guarantee include;

• It has a constitution document which includes a memorandum and articles of association
• It must have at least two directors. All directors must be over eighteen
• The name of the company must end in "Company Limited by Guarantee" or "CuideachtafaoiTheorainnRáthaíochta" unless exempted. The exemption refers to the power to dispense with CLG in the name of charitable and other companies under section 1180
• It can claim eligibility for audit exemption and dormant company audit exemption

Please note CLGs which may be Multi-Unit Developments(MUDs) or are seeking Charity status may have different requirements to above and this should be reviewed prior to incorporation or re-registration.

Public Limited Companies 

Public Limited Company

Public Limited Companies operate under Part 17 Companies Act 2014.

Used most commonly when it is intended that the company have a large membership of 150members plus, or where its shares may be listed on a stock exchange. There are minimum issued share capital requirements for a PLC which must be in place before trading.

Characteristics of a Public Limited Company include;

• It has a constitution document which includes a memorandum and articles of association
• It has limited liability and has a share capital 
• It must have at least two directors. All directors must be over eighteen
• The name of the company must end in "Public Limited Company" or "CuideachtaPhoiblíTheoranta"
• It cannot claim eligibility for audit exemption or dormant company audit exemption.

Unlimited Companies

Unlimited Companies operate under Part 19 Companies Act 2014. Types of unlimited companies include;

1. Private unlimited company (ULC)
2. Public unlimited company (PUC)
3. Public unlimited company without a share capital (PULC)

Characteristics of the Unlimited Company include:

• It has a constitution document which includes a memorandum and articles of association
• It has unlimited liability
• It must have at least two directors. All directors must be over eighteen
• The name of the company must end in "Unlimited Company" or "CuideachtaNeamhtheoranta".
• Public unlimited companies cannot claim eligibility for audit exemption or dormant company audit exemption

If you require assistance or advice, please contact our Company Secretarial team on 053 91 000 00 or email [email protected]

The contents of this article are meant as a guide only and are not a substitute for professional advice. The author/s accept no responsibility for any action taken, or refrained from, as a result of the material contained in this document. Specific advice should be obtained before acting or refraining from acting, in connection with the matters dealt with in this article.