The following pointers are designed to steer you in the direction of finding appropriate professional legal, accounting and taxation advice to help you set up a new business.
The Internet holds a vast resource of information on every aspect of establishing a business, and may even offer advice of direct relevance to your own business idea. Be careful when using the Internet, however, that the business information you are accessing is reliable, up to date, and relevant to business in Ireland.
You will find the following websites useful for guidance and assistance in forming your business: -
You may also find it useful to refer to the professional associations representing accountants, including the Institute of Certified Public Accountants (www.cpaireland.ie), and the Institute of Chartered Accountants (https://www.charteredaccountants.ie/).
Once your Business Plan is in order, one of the first things that you will want to consider is your business name. Whether you are going to trade as a Sole Trader, in a Partnership or as a Limited Company, the name is important. Business names come under the Business Names Act 1963. (www.cro.ie).
If you trade under anything other than your own name (names in case of partnership, including corporate names), you must register that name with the Company Registration Office (CRO). Your choice of business name may be refused by the CRO if it is identical to or similar to a name already appearing on the register, or if it is deemed offensive, or it would suggest state sponsorship. The mere registration of the name does not confer a monopoly of that name. (See leaflet # 14 CRO) Further protection can be secured by registering the name as a Trade Mark.
Limited Partnerships (see below) formed under the 1907 Act using a business name other than the partners’ names must also register under the Business Names Act 1963.
- Sole Trader - With some exceptions (Department of Trade and Employment; www.entemp.ie) most people can set up in business. The simplest form is as a Sole Trader (ST) either under your own name or trading under a registered business name (see above).
- Partnerships (Partnership Act 1890) - There are two distinct categories of partnership, a General and a Limited Partnership. Partnerships are formed between people who wish to trade in a business venture together under the terms of a partnership agreement, which will detail the rights and obligations of each partner and the manner in which profits will be allocated. A partnership is not a separate legal entity in itself, even though partnerships are usually referred to as a ‘Firm’, as each partner is liable for the debts and obligations of the partnership, subject to the agreement or as detailed below for a Limited Partnership.
- General Partnership – A General Partnership is one where at least two, and not more than twenty, form an alliance to trade together. As far as the number of permitted partners, there are some exceptions relating to Banking, Investment and Loan enterprises. (Check with CRO)
- Limited Partnerships - A Limited Partnership is one where there must be at least one General Partner, who is responsible for all debts and obligations of the firm, and other partner(s) who have limited liability subject to the amount of capital introduced to the firm and subject to the terms of the Partnership Agreement. A Limited Partnership must be registered with the CRO. Partners pay tax on their portion of the partnership profits after deduction of all allowable expenses.
- Private Companies - Limited Companies are formed under the Companies Acts 1963-2006. There are four types of Private Company: -
- Private, limited by share capital
- Single member private limited by capital. (Must have two directors)
- Unlimited company
- Guaranteed company without share capital
For details of the above structures, the various Filing Returns, and other statutory requirements see www.cro.ie.
Every company must have at least two directors (one can be a body corporate) and at least one must be an Irish National.
Directors must be registered for PAYE/PRSI on their salary and any dividends paid to directors on their shares are treated as their personal income and are taxed in the normal way with allowance being made for any Withholding Tax (WHT) already deducted.
A director does not have to be a shareholder or work full-time in the business. It is wise to appoint non-executive directors with special talents, knowledge of the business, contact etc. to augment the day-to-day management directors. (For directors’ duties see www.odce.ie and for who can be directors see www.cro.ie).
Please click on the logos below for further information on the services they provide.