Limited Company Types

Private Companies Limited by Shares (LTD companies) are registered under Part 2 of the Companies Act 2014.

Features of the LTD company include:

• It has the contractual capacity of a natural person – the ultra vires rule does not apply.
• An LTD company does not have stated objects and can undertake any activity.
• It has limited liability and has a share capital.
• If the company is wound up, the members’ liability is limited to the amount, if any, unpaid on the shares they hold.
• It has a limit of a maximum of 149 members.
• It can have a single director, if it chooses.
• It can pass majority written resolutions, special and ordinary.
• It can claim eligibility for audit exemption.

 
The single director option does not apply to other company types, Designated Activities Companies, Plc’s, guarantee companies and unlimited companies.

An LTD company still needs to have a secretary and the secretary cannot be same person as the director, if the company has only one director.

There is a minimum age for directors, all directors must be over the age of eighteen, as detailed in Section 131 of the Companies Act 2014.

Body corporates cannot be a director of a company. If an individual, rather than a body corporate, is a secretary, then they must be over eighteen also.
 
An LTD company has a constitution instead of a Memo & Arts
A company private limited by shares (LTD) has a constitution. Under the Companies Act 2014, companies do not have stated objects if they are registered as a LTD company. Instead LTDs have a simple one document constitution.
 
The constitution
The constitution states the name of the company, the fact that the company is a private company limited by shares, any additional regulations the company may wish to specify and takes the form set out in Schedule 1 to the Companies Act 2014.
 
An LTD company does not need to hold an AGM
An LTD company may dispense with the requirement to hold an Annual General Meeting. An LTD company can avoid holding an AGM where all the members entitled to attend and vote at such general meeting sign, a written resolution, acknowledging receipt of the financial statements, resolve that all such matters as would have been resolved at the AGM and confirm no change in the appointment of the Auditors (if any appointed). See section 175(3). A Designated Activity Company (DAC) limited by shares must hold an AGM where it has 2 or more members. (Such a DAC is another type of private limited by shares company).

A Designated Activity Company (DAC) is determined in Part 16 of the Companies Act 2014, and defined as

• a private company limited by shares with the capacity, including the power, to do only those acts or things set out in its constitution (memorandum of association)
• or a private company limited by guarantee and having a share capital with the capacity, including the power, to do only those acts or things set out in its constitution.

 
A DAC company will have certain regulations in its constitution, detailing certain objects or articles of association which are not specified in the template LTD company constitution.

Features of the DAC include:

• Designated Activity Companies have a memorandum in their constitutions which state the objects for which the company is incorporated.
• It has a constitution document which includes a memorandum and articles of association.
• The memorandum will include stated objects
• If the DAC is limited by shares and the company is wound up, the members’ liability is limited to the amount, if any, unpaid on the shares they hold
• If the DAC is limited by guarantee, the members’ liability falls under two headings. Firstly, the amount, if any, that is unpaid on the shares they hold, and secondly, the amount they have undertaken to contribute to the assets of the company, in the event that it is wound up
• It must have at least two directors.
• All directors must be over eighteen.
• The maximum number of members is 149.
• It can pass majority written resolutions but cannot dispense with the need to hold an AGM where there are 2 or more members.
• The name of the company must end in “Designated Activity Company” or “Cuideachta Ghníomhaíochta Ainmnithe” unless exempted
• It can claim eligibility for audit exemption and dormant company audit exemption.
• DAC limited by shares has a constitution in the format set out in Schedule 7 to the Companies Act 2014
• DAC limited by guarantee has a constitution in the format set out in Schedule 8 to the Companies Act 2014

 
Certain companies are specifically envisaged as being DACs. Examples include charities, management companies, companies limited by guarantee and companies which are incorporated for a specific purpose for which the shareholders wish the capacity of the company to be clearly defined.

All Designated activity companies’ names shall end with ‘Designated Activity Company’ or “Cuideachta Gníomhnaíochta Ainmnithe”. There is an exception to this as there is a power to dispense with DAC in the name of charitable and other companies under section 971. This exemption refers to not-for-profit companies only.

Companies limited by Guarantee operate under Part 18 Companies Act 2014.

Features of the CLG include:

• It has a constitution document which includes a memorandum and articles of association.
• It has limited liability but does not have a share capital
• The members are not required to buy any shares in the company
• The members’ liability is limited to the amount they have undertaken to contribute to the assets of the company, in the event it is wound up, not exceeding the amount specified in the memorandum.
• It must have at least two directors. All directors must be over eighteen.
• The name of the company must end in “Company Limited by Guarantee” or “Cuideachta faoi Theorainn Ráthaíochta” unless exempted. The exemption refers to the power to dispense with CLG in the name of charitable and other companies under Section 1180 of the Companies Act 2014. This exemption refers to not-for-profit companies only.
• It can claim eligibility for audit exemption and dormant company audit exemption.
• Companies Limited by Guarantee have a constitution in the format set out in Schedule 10 to the Companies Act 2014.

 
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.

Public Limited Companies operate under Part 17 Companies Act 2014.

Features of the PLC include:

• It has a constitution document which includes a memorandum and articles of association.
• It has limited liability and has a share capital
• The liability of members is limited to the amount, if any, unpaid on shares held by them.
• The nominal value of the company’s allotted share capital must not be less than €25,000, at least 25% of which must be fully paid up before the company commences business or exercises any borrowing powers, as detailed in Section 1010 of the Companies Act 2014
• It must have at least two directors. All directors must be over eighteen.
• The name of the company must end in “Public Limited Company” or “Cuideachta Phoiblí Theoranta”.
• It cannot claim eligibility for audit exemption or dormant company audit exemption.
• Public Limited Companies have a constitution in the format set out in Schedule 9 to the Companies Act 2014

Unlimited Companies operate under Part 19 of the Companies Act 2014.

An unlimited company can be either Private or Public.

A public unlimited company can have a share capital (PUC) or have no share capital (PULC).

A private unlimited company must have a share capital (ULC).
 
Features of an Unlimited Company include:

• Private Unlimited Companies have a constitution in the format set out in Schedule 11 to the Companies Act 2014
• Public Unlimited Companies which have a share capital have a constitution in the format set out in Schedule 12 Companies Act 2014.
• Public Unlimited Companies which do not have a share capital have a constitution in the format set out in Schedule 13 Companies Act 2014
• It has a constitution document which includes a memorandum and articles of association
• It has unlimited liability
• It must have at least two directors
• All directors must be over eighteen
• The name of the company must end in “Unlimited Company” or “Cuideachta Neamhtheoranta”
• Public unlimited companies cannot claim eligibility for audit exemption or dormant company audit exemption

Investment Companies operate under Part 24 Companies Act 2014.

They are a form of Public Limited Company.

Investment Companies have a constitution in the format set out in Schedule 16 Companies Act 2014.

Societas Europaea are also a form of Public Limited Company and are registered under separate legislation.

A Societas Europaea, or SE, is a European public limited company formed under EU Regulation (Council Regulation 2157/2001) and Statutory Instrument 21 of 2007.

SE’s can be formed by merger, as a holding company or subsidiary or by conversion from a PLC.

Article 3 and 10 of the Regulation requires Member States to treat an SE as if it is a public limited company formed in accordance with the law of the Member State in which it has its registered office.