What is Required to be Filed to Incorporate a Company?

Cover Image for What is Required to be Filed to Incorporate a Company?

| Lauren Doyle

To incorporate a company in Ireland, a Form A1 (online only) must be completed with the CRO at a cost of €50.00.

Overview of the information required on the Form A1 is;

  • Company Name (which must be distinguishing from any other company already on the register if not Letter of Association or Letter of No Objection is obtained),
    • See below on guidelines for choosing a Company Name
  • Company Type,
  • Director/s – Name, DOB, PPSN (soon to be required), Residential Address, Nationality, Occupation, Other Directorships,
  • Secretary – Name, DOB, Residential Address, Nationality;
    • A Secretary may be a body corporate, in this case the details of the body corporate are required,
  • Subscriber/s – Name, Address, Class and Number of Shares,
  • Registered Office Address & Admin Address (if different);
  1. Must be a be physical location and NOT a PO Box,
  2. It must be located in the State,
  3. The address supplied will be where all legal documents from CRO and other organisation will be sent.
  • NACE Code outlining the company’s objects;
    • A company may not be incorporated and registered unless it appears to the Registrar of Companies that the company, when registered, will carry on an activity in the State. The general nature of the activity and the appropriate NACE Code Classification must be included on the Form A1.
    • Although a Limited Company is not bound by its objects; a NACE code is still required by the CRO for statistical purposes.
    • For Company types other than Limited, an object clause(s) are required.
  • Authorised Share Capital, Issued Shares and Nominal Share Value.
    • Authorised Share Capital is no longer required for Limited companies but may be included.

All companies must hold a Constitution in accordance with S.19 of CA2014 which is attached to the Form A1 when submitting to the CRO.

A Standard Constitution can be downloaded from CRO with the A1 Form, or a manual Bespoke Constitution can be attached to the A1 Form on Submission.

Completing a Form A1 Submission on CORE – what do I need to know?

  1. Form A1 required to be uploaded as PDF - Maximum size is 8MB,
  2. A signed and witnessed Constitution must be uploaded alongside the signed A1 Signatures Pages;
    • The witness on the subscriber page of the Constitution cannot be an officer or subscriber of the Comp A signed and witnessed Constitution must be uploaded alongside the signed A1 Signatures,
    • The witness on the subscriber page cannot be an officer or subscriber of the Company, and
    • The witness signature should be clear and easily legible.
  3. The Form A1 requires ‘Wet’ signatures from the Director(s), Secretary and Subscriber(s) which are clear and NOT digitally signed;
    1. CRO will return A1s which have been signed digitally.
  4. Ensure when uploading you are submitting the Form A1 that the correct Barcodes and Submission Reference Number are together.
    1. These are visible on the Form A1 or your CORE Filing Section if there is any confusion.

How long does incorporation take?

Applications to incorporate companies can be submitted under one of two schemes with the CRO, both of which have a different customer service standard.

  1. Fé Phráinn A1 Online: average five working days
    1. On average an A1 under a Fe Phráinn number is likely to be incorporated in 5-7 working days (depending on volumes of submissions with the CRO).
  2. Ordinary Online A1 (Manual submission): average ten working days
    1. Alternatively, if the A1 is a manual submission, it may take 10+ working days to incorporate (depending on CRO backlog).

What is Fé Phráinn Scheme and How can it help?

The Fé Phráinn Scheme streamlines the incorporation immediate commercial use by company promoters. The CRO guarantees Certificate of Incorporation within 10 days of being submitted if all info is correct. However this period is typically closer to 7 days. The scheme applies to private companies limited by shares, unlimited companies and companies limited by guarantee

In order to obtain a Fé Phráinn number, a Promoter will submit a draft Constitution to CRO for approval & if acceptable this becomes the standard text at which all applications will be examined.

No amendments can be made to the Constitution without preapproval of CRO.

Guidelines for Company Names

CRO Guidelines for names which if not followed may result in name refusal;

  1. It is identical or similar to a name already appearing on the register of companies;
  2. It is offensive;
  3. It would suggest state sponsorship;
  4. A dissolved Company Name can be used again only after 20 years to the date the Company was Struck Off the register;
  5. Names containing certain words cannot be used unless approved by relevant bodies;
    1. For example, the words "bank", "banker", "banking", "banc", may only be used with the permission of the Central Bank of Ireland.
    2. Words such as "society", "co-op" or "co-operative" cannot be used unless prior permission has been sought from and granted by the Registrar of Friendly Societies.
    3. The words "University"(Ollscoil), "Regional Technical College"(Ceardcholáiste Réigiúnach) and "Institute of Technology" (Institiúid Teicneolaíochta) cannot be used unless permission has been sought from and granted by the Department of Education.
    4. The word “architect” either alone or in combination with any other words or letters, or name, title or description implying that the person is so registered, cannot be used unless a Notice of Determination has been issued by the Royal Institute of the Architects of Ireland (RIAI).
      1. This does not apply to the names “landscape architect”, “naval architect”, “architectural technician”, “architectural technologist”, and “interior design architect” and similar terms.
    5. If a name includes words which imply specific functions e.g. "holding company", "group" etc., further information may be required by the CRO to support the application.
    6. In the case of the word "Charity", further information may be sought by the CRO to support the application.
    7. The use of the word "standard" is prohibited.
    8. Eire can ONLY BE USED if whole name is in Irish.

Additional parameters which should be considered when choosing a Company Name against other Company Names on the Register as indicated by the CRO include;

  1. Non- Distinguishing words;
    1. Service(s), Systems, Enterprises, Solutions, Products, Business, Community, Global, Ireland, Corporate, Irish, Holding(s), National, Standard, .ie, .com, .co.uk.
  2. Names that are classed as being too similar;
    1. Construction, Building, Developments, Home(s), Property,
    2. Transport, Logistics, Couriers, Haulage,
    3. Rentals & Hires,
    4. Pub, Bar, Public House,
    5. IT, Tech, Technology, Technologies
  3. Names/words that sound the same or are shortened
    1. Cool – Kool, Tech – Tek, Pat – Patrick
  4. Characters e.g. $ = S, € = E,! = I

Letters of Association/No Objection by a company with similar name signed off by the Directors can be submitted with the Form A1 to allow a certain company name to be used.

Registered Business Name – Can I use this as a Company Name?

Many companies will have registered a Business before incorporating as a company and have Signage, Stationery and Marketing material in place.

Unfortunately, this does not mean the entity is automatically entitled to use the name as a company name if it, or something similar, is already used by another registered Company.

Focus Area- Company Directors

  1. Limited Companies may have only one Director while other Company tyes required two Directors.
    1. For Limited Companies, the sole Director cannot also be the Secretary.
  2. Every Company must have one EEA Resident Director
    1. If there is not an EEA resident individual as a director the entity will be required to have a S.137 Bond in place or obtain a Real and Continuous Link from Revenue.

Who can be appointed a Director?

There is no formal qualification required however the Company must ensure the person is eligible to hold the position of company director as certain parties and persons are ineligible to hold office including;

Body Corporate/ Unincorporated body of persons,

Under Age 18,

Undischarged bankrupt, that is, someone who is going through the process

A person disqualified from acting as a director,

The statutory auditor of the company,

Restricted person.

If you require assistance, advice or would like to Form an Entity with us, please contact our Formation team on 053 91 000 00 or email [email protected]

Image of Lauren Doyle

About the Author

Lauren is a key member of the OmniPro Corporate Consultants Technical Support team providing advice and support in relation to Company Law and Company Secretarial procedures. In addition, Lauren is responsible for carrying out Section 343 applications to the District Court, Annual Compliance, Company Conversions and Company Law Compliance. Lauren joined OmniPro in 2021 and quickly became an integral member of our Company Secretarial team. She started off her career in OmniPro as part of our Company Formations team building up her experience and knowledge before eventually moving into Company Secretarial. Lauren has a Degree from University College Dublin and a Diploma from The Law Society of Ireland.

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