Company Registration Frequently Asked Questions

1. What is a company?

A company is a business establishment and it is a separate legal entity from the people who have set it up. The company is the appropriate entity to be sued in the event that debts are owed by the company, not the shareholders. A company registered under the Companies Act 2014 becomes a body corporate as and from the date mentioned in its certificate of incorporation. The vast majority of companies incorporated also have limited liability and have to file annual returns and submit notice of change in their details.

2. How to set up a Limited Company in Ireland

Setting up a Limited Company in Ireland is actually quite straight forward when using a formation agent. Chern & Co Ltd will simplify and guide you through the process of registering your company by drafting your company documents and by implementing our automated filing process. This system is the result of our integration with the CRO which allows us to set up a Limited Company in just 3 to 5 working days. Chern & Co Ltd will then provide you with a certificate of incorporation and a set of company documents according to your selected package (e.g. company seal, share certificates, and a company register.) When setting up your own company, there are a few aspects you should consider. What market are you targeting? What country should you register your company in? What are the differences between them?

If you are interested in registering your company now, check to see if your name is available

3. How is it different to registering a company in the UK?

When setting up a company in Ireland or the UK, it is important to know the differences between them in order to make the best decision for your company. When it comes to company types, there are many similarities. For example, both a Limited Company in Ireland and a Public Limited Company in the UK are separate legal entities meaning that Directors are not responsible for the company’s debt. However, while in Ireland a company is required to have at least one director and a separate secretary, in the UK a secretary is not necessary. If you do not have a secretary then a UK Company Formation may be for you. Another important difference is taxation. Ireland is known for its low Corporation Tax of 12.5% while the UK has a larger 20%. Also, once Brexit comes into effect, Ireland will be the only English speaking member of the European Union.

There are a few other key differences for example, UK directors can reside anywhere as they just need a service address in the UK. However, in Ireland a Service Address does not exist and directors are not able to purchase an address for an individual. They must pass residency criteria and must reside in European Economic Area (EEA).  If the director does not live in this area, there are two simple solutions; purchase a nominee director service or to purchase Section 137 Bond that will remove the obligation to have a resident Director. Chern & Co Ltd provides both of these services and can help our clients register and set up their company regardless of the circumstances. 

4. What is a business name?

Business names are used as trading names and a business name must be registered if any individual or partnership conducts business under a name other than their own. Business names are used to make these entities public. Nothing new is created when the business name is registered. 

5. What is an external company?

An external company is when a company incorporated in a foreign jurisdiction establishes a branch in Ireland. 

6. How do I register a company?

In order to form a company, a number of required steps must be followed. A Form A1 must be completed and submitted with a memorandum and articles of association to the CRO. Chern & Co Ltd can help guide you through this process and let you concentrate on the main objectives of your company.

7. How quickly can I incorporate a company?

Chern & Co Ltd can incorporate a company between 3 and 5 working days.

8. What is a company?

A company is a legal form of business organisation. It is a separate legal entity and, therefore, is separate and distinct from those who run it. The company (and not the individual shareholders) is the appropriate person to be sued in the event that debts are incurred by the company which remain unpaid, despite demand. A company registered under the Companies Act 2014 becomes a body corporate as and from the date mentioned in its certificate of incorporation. The vast majority of companies incorporated also have limited liability and have to file annual returns and submit notice of change in their details.

9. What is a business name?

A business name is a trading name and registration of a business name is obligatory, if any individual or partnership (whether composed of individuals or bodies corporate or any combination of both) or anybody corporate carries on business under a name other than their own true names. Its purpose is to make public the identities of those individuals, partnerships or corporate bodies being the legal entity behind the business name. No new legal entity is created when the business name is registered. Creation of a business name doesn’t provide limited liability. A business name doesn’t have to file annual accounts.

10. What is an external company?

An external company registration is where a company incorporated in a foreign jurisdiction establishes a Branch in Ireland. 

11. How do I register a company?

A company is a legal entity separate and distinct from those who own or run the company. In order to Incorporate a Company a number of required steps must be followed. A Form A1 is completed and submitted with a memorandum and articles of association to the CRO or a registered Company Formation Agent.

12. Does the registration of a company name mean that trademarks are protected also?

No it does not. Trademark law is separate from company law. 

13. How quickly can I incorporate a company?

Chern & Co Ltd can incorporate a company between 3 and 5 working days.

14. Can I use a PO Box number as an address?

PO Box cannot be used as a Registered Office Address. It must be a physical location. A home address can be used for the company in some circumstances though.

15. How do I change the Registered Office Address of the company?

To change the Registered Office Address, B2 Form has to be filed. 

16. Does the company have to carry on business in the State?

Yes, an Irish company must carry on an activity in the State. 

17. Can I have only one director?

Each company type must have at least two directors with the exception of the LTD company type which can have a single director. A single director LTD company must have a separate secretary.

18. Can an undischarged bankrupt be a director?

No, an undischarged bankrupt cannot act as an officer of a company. 

Section 132 of the Companies Act 2014 provides that if any person, being an undischarged bankrupt acts as an officer or directly or indirectly takes part or is concerned in the promotion, formation or management of any company except with the leave of the High Court, he shall be guilty of an offence, which is prosecutable summarily by ODCE.

Undischarged bankrupt means a person who is declared bankrupt by a court within the State or elsewhere, who has not obtained a certificate of discharge or its equivalent in the relevant jurisdiction.

19. Do the directors have to be Irish residents?

No, at least one director should be European Economic Area (EEA) resident; an alternative is to file a bond. 

20. How do I change the director information for the company?

A form B10 is completed to Change Director or Secretary Information. Form B10 is used to record a change of address, resignation, appointment or passing away of a director or secretary.

21. How do I register a Business Name?

Registration of a business name does not result in the creation of an entity with separate legal personality. Business Name Registration has some required steps and involves an individual partnership or company disclosing that he/she/they/it are carrying on business under a name which does not consist of the individuals name or the names of all partners or the corporate name, without any addition, as the case may be. The legal entity is the owner of the business name – the individual(s) or company which has/have registered the name. 

 

UK Company Formation

1. What is Companies House?

Companies House is a company solely responsible for the registrar of business in the UK. It is mandatory that companies register with Companies House and as such any change henceforth will be on their records.

2. What is a limited company?

A limited company is a lawful body produced by its incorporation with Companies House. The responsibility of the participants or clients to the firm is restricted by just what has actually been spent or insured to the business. Limited company could be limited by shares or warranty. A company restricted by shares is without doubt one of the most standard sorts of business in the UK.

3. What is a Company Limited by warranty?

A company limited by warranty does not have investors, yet as an alternative has participants that function as guarantors. This sort of firm is mainly for the functions of charitable organisations.

4. What is an LLP?

LLP represents the Limited Liability Partnership that resembles regular company collaboration with the one distinction being that the individual liability of the companions is restricted.

5. What business names are appropriate?

The majority of names are appropriate to Companies House when developing a firm; nevertheless, there are a couple of exemptions:

The name can’t be the same or very much alike to a name officially being utilised. It can’t be viewed as hostile The words “limited” or “unlimited” can’t be utilised unless toward the end of the name. Words about the nature of ‘group’ need supplying the presence of relevant business, whilst usage of words ‘international’ should be verified to confirm the business in at the very least two various nations.

6. What is the correct way to say: Limited or LTD?

All registered up limited firms call for the suffix limited of LTD after the business name. Both imply specifically the exact same and also the selection which one to utilise refers individual inclination.

All enlisted restricted organisation obliges the addition Limited of LTD after the company name. Both mean precisely the same and the decision of which one to utilize is a matter of individual inclination.

Bookkeeping

1. Why do I need bookkeeping?

Having good bookkeeping will ensure you have efficient accounting systems. This helps you manage critical components of your business.

2. Why should I outsource bookkeeping?

Most small and medium business owners do not have the knowledge, time or ability to effectively perform their bookkeeping duties. Outsourcing a bookkeeper will provide you with the time required to focus on your businesses operations.

3. Can’t my accountant or data entry person do my bookkeeping for me?

Some accountants do offer bookkeeping services, but most prefer to focus on the higher end processes such as legal and tax management. They also charge considerably more than a bookkeeper.

Some data entry people are able to perform, but they are much more limited in what they are qualified to do.

4. How much does a bookkeeper cost?

Chern & Co Ltd offer a wide range of services so it depends on what is required. Check out our price list above.

5. Why choose Chern & Co Ltd for bookkeeping purposes?

Simply put, our years of experience, quality control measures and tailored solutions ensure we have a network of high quality and compliant bookkeepers.

6. Can you work at my premises?

Of course, our bookkeepers can comfortably work at your premises or from a remote location. It is entirely up to you.

7. When Company Must File Audit With Financial Statements?

A company must file an audit with financial statements if at least one of the following points is not met: Balance sheet total does not exceed €6m; turnover does not exceed €12m; 

the number of employees does not exceed 50. Accordingly, with a turnover of more than 12 million euros, or if the company’s balance sheet has assets above 6 million euros, or if there are 50 or more employees in the company, then the company is obliged to conduct a financial audit.

8. What Type of Audit Exemption Can a Company Claim?

Depending on the type and size of a company, it can possibly claim one or more of the following exemptions: Small Company Audit Exemption; Dormant Company Audit Exemption; Size /abridgement Exemption; Exemption from filing Financial Statements

9. What Financial Statements and Reports Should Directors File before the company members at the AGM?

Under the Companies Act 2014, directors of all companies are required to file a profit and loss account, a balance sheet, a statuary auditor’s report, and a directors report. Companies that are not trading for profit must file income and expenditure accounts instead of
profit and loss account.

Trademarks

1. What is a Trade Mark?

A trade mark is any mark used to distinguish the owners goods or services from those of its competitors. Trademarks can be names and symbols, but also slogans, colours and shapes.

2. Why do I need a Trade Mark?

Registration of a company or business name does not in itself give protection against others who might commence using identical or similar marks. Trademarks are not the same as trade names. The only way to obtain exclusive rights to, and protect, the name under which you wish to trade is by way of trademark registration.

3. What should I do first if I want to register a trademark?

First research your target market. It is important to know what types of trademarks are suitable in certain parts of the world. Once you have done this contact us and we will help you submit your application

4. What are classes?

European Union Intellectual Propery Office defines classes as a search tool for classification of Goods and Services for trademark protection purposes. All goods and services are divided into 45 classes. You should try to gain exclusivity for the name in whichever classes you are intending to trade in the future.

5. How long does a Trademark last?

The initial life of a registration in many countries is 10 years. This can be renewed indefinitely thereafter.

6. What is the golden rule of Trademarks?

Do not attempt to market goods or services until the identity under which you intend to trade has been cleared for use. That is, that it does not conflict with an earlier Trademark Registration in the target market. Chern & Co Ltd will do a deep search of your trademark for the presence of similar ones to ensure that this does not happen.

 

AMAZON

1. Why should I sell my company on Amazon?

There are several reasons to sell your company on Amazon but the main one is the hundreds of millions of Amazon customers who can see you’re your company. 

2. Are there any products that cannot be listed on Amazon?

Some products may not be listed on Amazon due to legal or regulatory restrictions or Amazon’s own policy For detailed information, take a look at their Restricted Products Help section.

3. Can I sell on Amazon if I am based in the country where Amazon does not do business?

Yes. You can register a company where Amazon exists (e.g. Ireland) and pay taxes in that country. Chern & Co Ltd can assist you with company formation, tax registration and the creation of your Amazon account.

4. How do I open a new account?

You can register today for the selling account of your choice, without the need to contact a sales person by going to the Amazon Selling page and clicking on the Sell as a Professional button. However Chern & Co Ltd can sort out this process and guide you through it.

5. Can I set up a company just to sell it on Amazon?

Yes of course you can. Chern & Co Ltd will help you form your company and set up your Amazon account.

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