Start a Company Limited by Guarantee in Ireland

Under the regulations of the Companies Act 2014, 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. 

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”.

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 must register with the Charities Regulator and can then apply to the Revenue Commissioners for charitable tax exemption.

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 their financial statements with the Companies Registration Office every year (and an annual report with the Charities Regulator).

Our Irish 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.