Company Limited by Guarantee in Ireland

There has been a significant change in the way company law works in Ireland after The Companies Act (2014) came into effect on June 1, 2015. Few reforms have been undertaken to increase foreign investment and thereby increase the economy of the country. One of the ways through which an investment is done in Ireland is by company formation. There are various types of business entities in Ireland, one of them being Company Limited by Guarantee.

What is Company Limited by Guarantee in Ireland?

A Company Limited by Guarantee in Ireland is the one which does not have a share capital and the constitution of which provides that the liability of its members is limited to the amount that the members may, in the constitution, respectively undertake to contribute to the assets of the CLG in the event of winding up.

Under this type of business structure, most of the user companies are into sports, charities, social clubs, and management companies. One of the key features of CLG is the absence of share capital so that their members are not the shareholders and do not have a distinct economic interest in their capital.

Features of a CLG in Ireland

  • A CLG is required to have 2 directors and at least one member (shareholder)
  • The directors can also play the dual role by being a member
  • They have a legal entity separate from its shareholders
  • They can buy and sell property in the name of the organization
  • An existing guarantee company with no share capital is deemed to be a CLG on commencement of the Act
  • This type of company can avail audit exemption but any one member may object to the same
  • The Annual General Meeting may be dispensed if a CLG has a single member
  • The CLG has a single-document constitution, incorporating a memorandum of association and articles of association

Activities under CLG in Ireland

  • Charities - Charitable status can be applied for to the Revenue Commissioners on projects which are set up for charitable, scholastic or religious purposes
  • Residents Associations
  • Property management
  • Owner management property companies
  • Educational
  • Sports clubs
  • Trade Associations
  • Professional bodies
  • Associations

How to Register a Company Limited by Guarantee in Ireland?

As this type of company does not have any assigned share capital, the members do not have to buy any shares in the company. Many charitable and professional bodies find this form of company to be a suitable vehicle as they wish to secure the benefits of separate legal personality and of limited liability but do not require to raise funds from the members. The procedure to set up a Company Limited by Guarantee in Ireland is as follows:

  1. The first step is similar to any other company formation in Ireland, i.e. registering the company name. The name of a CLG must end with the words “company limited by guarantee”, or “cuideachta faoi theorainn ráthaíochta”. The words “company limited by guarantee” may be abbreviated to “c.l.g.” or “clg”, and the words “cuideachta faoi theorainn ráthaíochta” may be abbreviated to “c.t.r.” or “ctr”, in any usage after a company’s registration
  2. The company must have a registered office in Ireland. The registered office of a company is the address to which CRO correspondence and all formal legal notices addressed to the company will be sent
  3. The next step is to draft the constitution (Memorandum and Articles of Association). The constitution must accord with the form set out in the Act and comprise of a memorandum of association and articles of association
  4. After this, the next step is to pay the registration fees

Once everything is scrutinized by the authorities, your application will be accepted and you can start with your business in Ireland.

Now, it can be difficult to go through these company formation steps, if you are not well aware of the laws and requirements in Ireland. At this point of time, you will need a consultant who will do this job for you efficiently and that’s where we come into the picture.

Business Setup Worldwide is a platform to help you start a business in Ireland. Our advisors in the country have years of experience in this field and make this process hassle-free. Feel free to contact us today and avail these services.