Under the regulations of the new Companies Act, foreign and local investors may set up new types of companies, including the company limited by guarantee (CLG). Our team of company formation agents in Ireland can offer legal representation during the registration procedure and can offer advice on other requirements related to the Irish CLG.
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Requirements for setting up an Irish company limited by guarantee
Just like in the case of other businesses, the company limited by guarantee must meet certain requirements before being incorporated. Specifically, it must:
- have at least one member;
- have a minimum 2 directors (the member can hold one of the positions);
- ensure it has at least one resident director;
- be incorporated based on a single document which can comprise both the memorandum and articles of association;
- its name must contain the syntagm “Company Limited by Guarantee”.
| Quick Facts | |
|---|---|
| Applicable law | Irish Companies Act, Part 18. |
Minimum number of members | At least one member is required to create a company limited by guarantee. |
Minimum number of directors | 2. |
| Resident director required (YES/NO) | Yes, at least one Irish/EEA/EU director is required. |
| Local address required (YES/NO) | Yes, the company must have an Irish address. |
| Statutory document requirements | This company must have a Memorandum and Articles of Association. |
| Minimum share capital requirements (if any) | No, there is no minimum share capital requisite for this type of company. |
| Registration authority(ies) | – the Companies Registration Office, – the Revenue Commission (when seeking to obtain the charity status). |
| Special requirements | Yes, the name of the company must have attached the Company Limited by Guarantee syntagm. |
| Uses | Irish companies limited by guarantee can be used for non-profit activities. |
| Forms | Such a company can take the form of a charity, a professional body, a sports club, association. |
| Special requirements when set up as a charity (YES/NO) | Yes, it must have at least 3 members and 3 directors. |
| Taxation of Irish CLG companies | Such companies must pay the corporate tax, with the exception of those with a charitable status, which may be exempt from this tax. |
| Accounting requirements (if any) | Audited financial statements must be filed. Exemptions are available if all members agree. |
| Support in setting up a CLG in Ireland (YES/NO) | Yes, our Irish company formation agents can assist with the incorporation of a company limited by guarantee. |
With respect to the other characteristics, considering it is a limited company, it also separates the assets of the owners from its own. As such, in case of bankruptcy, the members will not contribute to the payment of the debt with their personal goods.
If you decide to open such a company in Ireland, you can rely on our local specialists to draft the incorporation paper.
How to register an Irish company limited by guarantee
As mentioned above, the company will be founded by members, not shareholders. The legal requirements specify that the company ought to have at least one member, but there aren’t any specifications for the maximum number. Still, during the formalities for the company registration in Ireland, the founders are required to mention in the company’s statutory documents the total number of members the legal entity will have.
At the same time, the company does not have to raise funds from the members, who benefit from limited liability in the situation in which the company will incur various financial difficulties.
The incorporation of the company starts by registering the legal entity with the Companies Registration Office (CRO) and investors may receive further assistance on other compulsory steps from our team of representatives in company incorporation, who can advise on the tax regulations available for this business form.
Legal aspects related to the Irish CLG
Under the regulations of the Companies Act (Part 18), the Irish CLG is not required to have a minimum share capital. In order to open a company in Ireland as a CLG, the founders do not have to own shares. However, they will be liable for the company’s debts in the amount they have contributed to the company’s assets.
As a general rule, the company limited by guarantee in Ireland is incorporated for non-profit purposes and it is a recommended legal entity for the following:
- charities;
- educational purposes;
- sports clubs;
- associations;
- professional bodies.
We also have an infographic on the Irish CLG company:
Features of the CLG registers as a charity in Ireland
Considering most Irish CLG entities are established for non-commercial purposes when using one for charity, it must apply for the Charitable Status which requires the following:
- it must have at least 3 directors and 3 members, and none of them must be related to one another;
- it must not stipulate any beneficial owners in its constitutive documents;
- it must be set out in the registration papers that are not incorporated for commercial purposes.
With respect to obtaining Charitable Status, the Irish CLG can secure it by registering with the Revenue Commission.
Feel free to use our Irish company formation services if you want to register a GLC as a charity.
Compliance requirements for Irish companies limited by guarantee
Just like all other types of companies in Ireland, the CLG must also adhere to specific compliance requirements. Some of the most important are:
- the exemption of holding an Annual General Meeting of the shareholders if it has a single member;
- the exemption of having its financial accounts audited, provided all members agree;
- that in the case of Irish CLGs set up for charitable purposes, the audited accounts are a must;
- that charities are also required to file audited accounts with the Trade Register annually.
OurIrish accountants can offer detailed information on the accounting compliance requirements applicable to CLGs. Below, we have a video on this type of company:
Number of companies in Ireland in 2024
According to data gathered here:
- 23,384 new start-ups were incorporated in Ireland in 2024;
- this represents a 5.5% increase compared to the previous year;
- the motor and real estate sectors were the best-performing industries, accounting for 20%, respectively 18% growth last year.
Please contact our team of consultants in Ireland company formation matters for more details on the Irish CLG.