NPOs

ESTABLISHING A NON-PROFIT ORGANISATION IN IRELAND

A Non-Profit Organization (NPO), sometimes referred to as a Not-For-Profit Organization, is one which is established for non-commercial purposes. These organizations can be set up as trade unions, cooperatives, religious organizations, foundations, residents’ associations or self-help groups. An NPO can conduct various activities and is generally formed for the benefit of its members. Entities like credit unions, animal shelters, political parties, and sporting and recreation clubs include an NPO. This guide will guide you through the essential considerations for developing an NPO in Ireland.

What are the Legal Structures Available for Establishing an NPO?

Every Non-Profit Organization in Ireland must be registered as a legal entity with the Companies Registration Office (CRO). These can be set up as one of the following:

• A trust.
• A Designated Activity Company (DAC).
• A Company Limited by Guarantee (CLG).

The majority of NPOs in Ireland are set up as CLG. NPOs registered under any of the above legal statuses can become eligible to apply for charitable status, provided they are formed for a purpose that serves public benefit and meets other requirements as laid out by the Charities Regulator.

Essential Features of an NPO Registered as a Company Limited by Guarantee

• A Company Limited by Guarantee has a Memorandum and Articles of Association which outlines its objectives and rules which govern the organization’s operations.
• In contrast to a DAC or LTD company, a CLG does not have a share capital.
• The CLG has members (not shareholders), and the member’s liability is limited to the guaranteed amount, generally €1.
• Any proceeds the NPO receives are reinvested and applied to promote the organization’s objectives.

What Particulars are Required for Registering a CLG?

To set up in Ireland as an NPO, a CLG is required to meet the following conditions:

• It needs to have at least two directors aged 18 or more.
• It is required to have a Company Secretary (a director can act as a Company Secretary).
• It must have at least one member. The member could either be a person or a corporate body.
• The company’s name must add the suffix ‘Company Limited by Guarantee. However, when a company’s key objective is to promote religion, science, education or art, it may apply for an exemption to add this suffix in certain circumstances.

What Requirements Should Be Met by a CLG After Being Registered?

• Filing of Annual Return – The CLG must file the annual return six months after its incorporation.

 

• Filing information to the Register of Beneficial Owners – Even though the company does not have shareholders, the CLG must file the Beneficial Owners with the Central Register within five months of its incorporation.

 

• Filing of Annual accounts and Audit – The CLG must prepare annual reports and submit the audited statements to the CRO. The NPO may apply for audit exemption. However, the CLG must get the company accounts audited when any member objects to such an exemption.

Looking to Register Your NPO in Ireland? We Can Help!

Our Support Agents will not only help you determine the best legal structure for your NPO but will also assist you through the process of registering your organization. We are happy to respond to any queries that you may have.