Company Limited by Guarantee in Ireland

Company Limited by Guarantee (CLG) · Formation from $58

Last verified: June 13, 2026

Corporate Tax

12.5%

State Tax

0.0%

Formation Cost

$58

Annual Fee

$23

Comparison Scores

Privacy, remote setup, banking, and tax efficiency

Privacy4/10

Remote Setup7/10

Banking7/10

Tax Efficiency8/10

Overall Score7/10

Calculate full formation cost

Break down one-time filing fees and recurring costs for any supported entity type.

Who Should Choose This?

Profiles that typically benefit from this entity

Founders establishing a charity, NGO, or non-profit organization in Ireland.
Sports clubs, social clubs, and community groups that need a formal legal structure to open bank accounts and sign contracts.
Owners' Management Companies (OMCs) responsible for managing residential or commercial properties.
Professional associations, trade bodies, and industry groups that do not intend to distribute profits to members.

Who Should Avoid This?

Scenarios where another structure may be better

For-profit startups and entrepreneurs looking to distribute dividends to themselves or shareholders.
Companies planning to raise equity investment from venture capital firms or angel investors.
Solo founders who want to be the sole director of their company, as CLGs require at least two directors.

Advantages

+Provides limited liability protection for members, with personal liability usually capped at a nominal amount like €1.
+The ideal and most recognized legal structure for charities, non-profits, sports clubs, and management companies in Ireland.
+Eligible for charitable tax exemption (CHY status) from Revenue, which can eliminate corporation tax entirely if criteria are met.
+No share capital requirement, meaning there are no complex shareholding structures or equity dilution issues.
+High credibility and transparency, making it significantly easier to secure government grants, public funding, and donations.
+Functions as a separate legal entity capable of holding property, entering into contracts, and suing or being sued in its own name.

Disadvantages

-Cannot distribute profits to members or pay dividends; all income must be strictly reinvested into the company's stated objectives.
-Requires a minimum of two directors, unlike standard private limited companies (LTDs) which can operate with just one.
-Subject to strict compliance and reporting requirements with the Companies Registration Office (CRO), including public financial statements.
-If charitable tax exemption is not granted, standard corporate tax rates (12.5% on trading, 25% on passive income) apply.
-Cannot raise capital by issuing shares, which limits funding options to grants, donations, membership fees, or debt.

Formation Steps

Choose a unique company name that ends with 'Company Limited by Guarantee' or 'CLG' (or the Irish equivalent 'CTR').

Draft the company's Constitution, which must include a Memorandum of Association detailing the specific non-profit objects, and Articles of Association.

Appoint a minimum of two directors and a company secretary. The secretary can be one of the directors.

Secure a registered office address located physically within the Republic of Ireland.

Submit Form A1 along with the Constitution to the Companies Registration Office (CRO) and pay the €50 state filing fee.

Register the new CLG with Revenue for Corporation Tax and, if applicable, apply for Charitable Tax Exemption (CHY status) via the Charities Regulator.

Open a corporate bank account in Ireland or through a remote-friendly European fintech platform like Revolut Business or Fire.

File the company's details with the Register of Beneficial Ownership (RBO) within 5 months of incorporation.

Cost Breakdown

Detailed breakdown of formation and ongoing costs

Item	Type	Amount
State filing fee (CRO Form A1)	One-time	$55
Registered Office & Company Secretary	Annual	$400
Annual return fee (CRO Form B1)	Annual	$22
Beneficial Ownership (RBO) filing	One-time	$0
First year total		$455
Annual ongoing		$422

Real-World Examples

Typical use cases for this entity type

Oxfam Ireland, which is registered as a CLG to operate its charitable activities and retail shops with limited liability.
The Irish Canoe Union (operating as Canoeing Ireland CLG), acting as the national governing body for the sport.
Ethical Farming Ireland CLG, a non-profit organization campaigning for animal welfare and relying on membership fees.

Common Mistakes

Pitfalls to avoid during setup and operations

Assuming the CLG is automatically tax-exempt upon incorporation without formally applying for CHY status from Revenue.
Failing to appoint at least two directors, which is a strict legal requirement for all CLGs in Ireland.
Missing the strict 56-day deadline for the CRO annual return, resulting in immediate late fees and the loss of audit exemption.
Attempting to issue shares or pay dividends, which is legally prohibited under the CLG structure.
Drafting a generic Memorandum of Association instead of clearly defining the specific charitable or non-profit objects required to secure grant funding.

Other entity types

Other formation options in Ireland

Private Company Limited by Shares (LTD)

Primary

Tax: 12.5%
Formation: $58

Designated Activity Company (DAC)

Tax: 12.5%
Formation: $54

Public Limited Company (PLC)

Tax: 12.5%
Formation: $55

Unlimited Company (ULC)

Tax: 12.5%
Formation: $54

Limited Partnership (LP)

Tax: 0.0%
Formation: $110

General Partnership

Tax: 0.0%
Formation: $22

Branch Office (External Company)

Tax: 12.5%
Formation: $58

Compare with Other Countries

Country / Type	Tax	Formation	Annual
🇮🇪 Company Limited by Guarantee(Company Limited by Guarantee (CLG))	12.5%	$58	$23

🇮🇪 vs 🇺🇸 United States 🇮🇪 vs 🇪🇪 Estonia 🇮🇪 vs 🇬🇧 United Kingdom 🇮🇪 vs 🇬🇪 Georgia All comparisons →

FAQ

Can a CLG distribute profits to its members?

No, a CLG is legally prohibited from paying dividends or distributing profits to its members. All surplus income must be reinvested into the company to further its main objectives.

Do I need a minimum share capital to form a CLG?

No, a CLG does not have share capital. Instead of buying shares, members guarantee to pay a nominal amount (usually €1) towards the company's debts if it is wound up.

How many directors are required for an Irish CLG?

An Irish CLG must have a minimum of two directors. It cannot operate with a single director, unlike a standard private company limited by shares (LTD).

Is a CLG automatically exempt from taxes?

No. To be tax-exempt, the CLG must apply for and be granted Charitable Tax Exemption (CHY status) by Revenue. Without this status, standard corporate tax rates apply.

Can non-residents form a CLG in Ireland?

Yes, but at least one of the directors must be a resident of the European Economic Area (EEA). If neither director is an EEA resident, the company must secure a Section 137 Non-Resident Director Bond.

What is the annual CRO filing requirement?

Every CLG must file an annual return (Form B1) and financial statements with the CRO every year, even if the company is non-trading. The online filing fee is €20.

Can a CLG be converted into a standard limited company (LTD)?

No, a CLG cannot be directly converted into a company limited by shares because it does not have a share capital structure. A new entity would need to be formed.

Who typically uses the CLG structure?

It is the standard and most trusted legal structure for charities, sports clubs, professional bodies, NGOs, and Owners' Management Companies (OMCs) in Ireland.

Detailed Tax Rates

Corporate Income Tax

From	To	Rate
$0	No limit	12.5%
$0	No limit	25.0%

A Company Limited by Guarantee (CLG) is often used for non-profits and charities. If granted charitable tax exemption (CHY status), it is exempt from corporation tax. Otherwise, standard rates apply: 12.5% on trading profits and 25% on passive income.

Personal Income Tax (Top rate: 40.0%)

From	To	Rate
$0	$44,000	20.0%
$44,001	No limit	40.0%

These brackets apply to a single person for 2026. In addition to income tax, individuals are subject to the Universal Social Charge (USC) up to 8% and PRSI at 4.35%.

Capital Gains Tax

33.0%

The standard capital gains tax rate is 33%. There is an annual personal exemption of €1,270.

VAT / GST

23.0%

Registration Threshold: EUR80,000

Non-established businesses supplying digital services to Irish consumers must register for VAT from the first sale, with no threshold, or use the EU OSS scheme. The domestic threshold is €80,000 for goods and €40,000 for services.

Withholding Tax

Dividends25.0%

Royalties20.0%

Interest20.0%

Ireland has an extensive double taxation treaty network. Payments to EU or treaty-resident companies can often benefit from reduced withholding tax rates, frequently down to 0%.

Payroll & Social Security

Employer11.4%

Employee4.3%

PRSI rates increased in October 2026 to 11.40% for employers (Class A) and 4.35% for employees. A lower employer rate of 9.15% applies to lower earners.

Other Taxes

Stamp Duty

Charged at 1% on share transfers, 1-2% on residential property, and 7.5% on non-residential property transfers.

Local Property Tax (LPT)

An annual self-assessed tax charged on the market value of residential properties in Ireland.

Incentives & Support

Charitable Tax Exemption (CHY Status)

Exemption from Corporation Tax, Capital Gains Tax, and Deposit Interest Retention Tax (DIRT) for eligible non-profits.

0% corporate tax rate on income applied to charitable purposes.

Eligibility: Must be established for charitable purposes only, registered with the Charities Regulator, and have a minimum of 3 independent directors.

Formation Requirements

Minimum Capital

No requirement

A CLG does not have share capital. Instead, members guarantee to contribute a nominal amount (typically €1) towards company debts if it is wound up.

Local Director

Not Required

At least one director must be resident in the European Economic Area (EEA). If neither director is an EEA resident, the company must secure a Section 137 Non-Resident Director Bond (costing approx. €1,500-€2,000 for two years).

Registered Office

Required

Virtual office allowed. $300 - $600/year

Notarization Required

Yes

Power of Attorney (Remote)

Not Required

Not strictly required for incorporation as documents can be signed digitally, but the VIF form for non-resident directors must be physically notarized.

Timeline

Standard: 5-10 business days days

Expedited: 3-5 business days days ($150)

Required Documents

1Form A1 (Company Incorporation Form)
2Constitution (Memorandum and Articles of Association)
3Passport copy of directors and members
4Proof of address (utility bill or bank statement)
5Form VIF (Verified Identity Number declaration) for non-resident directorsApostille needed

Compliance & Reporting

Annual Filings

CRO Annual Return (Form B1)

Penalty: Late fee of €100 plus €3 per day (up to €1,200) and automatic loss of audit exemption for two years.

56 days after the Annual Return Date (ARD)

Financial Statements

Penalty: Same as Annual Return penalties.

Filed alongside the Annual Return (Form B1)

Corporation Tax Return (CT1)

Penalty: 10% surcharge on tax due if filed within 2 months late, 20% if later.

8 months and 23 days after the financial year-end

Audit Requirement

Not Required

Audit exemption applies if 2 of 3 criteria are met: Turnover < €15m, Balance Sheet < €7.5m, Employees < 50. Note: Late filing of the annual return automatically revokes this exemption.

Accounting Standard

Irish GAAP (FRS 102)

Tax Return Deadline

8 months and 23 days after the financial year-end (e.g., September 23rd for a December 31st year-end).

VAT Filing Frequency

Bi-monthly (every 2 months)

Data Protection

Subject to the EU General Data Protection Regulation (GDPR) and the Irish Data Protection Act 2018.

Banking & Payments

Bank of Ireland

One of the largest traditional banks in Ireland. Requires extensive documentation and often an in-person meeting for non-resident directors.

AIB (Allied Irish Banks)

A major traditional bank offering comprehensive corporate banking services, but non-residents may face strict KYC procedures.

Revolut Business

Remote-friendly

Highly popular among Irish startups for its multi-currency accounts, virtual cards, and fully remote onboarding process.

Wise Business

Remote-friendly

Excellent for international transactions and holding multiple currencies. Easy remote setup for Irish companies.

Fire

Remote-friendly

An Irish fintech providing digital accounts with EUR and GBP IBANs, ideal for businesses operating across the UK and Ireland.

Payment Gateways

Stripe, PayPal, Square, Paddle, Adyen, Braintree

Currency

EUR

Multi-Currency: Supported

Account Opening

Opening a traditional bank account in Ireland as a non-resident director can be challenging and often requires an in-person meeting or extensive documentation. However, digital banking platforms and fintechs like Revolut Business, Wise, or Fire offer a much smoother, fully remote onboarding process for Irish companies with non-resident founders.

Practical Information

Timezone

GMT/IST (UTC+0 to UTC+1)

Business Language

English

Legal System

Common law

Ease of Doing Business

#24

IP Protection

Ireland offers a robust intellectual property regime aligned with EU directives and international treaties (WIPO, Paris Convention). It provides strong protections for patents, trademarks, and copyrights, along with a favorable Knowledge Development Box (KDB) tax incentive for IP-derived income.

Double Tax Treaties

76 countries

Notable treaties: United States, United Kingdom, Germany, France, Australia, Canada, China

Visa & Residency Options

Start-up Entrepreneur Programme (STEP)

Allows non-EEA founders with an innovative business idea and required funding (typically €50,000) to establish their start-up and reside in Ireland.

Critical Skills Employment Permit

Aimed at highly skilled professionals and founders in eligible roles, offering a fast-track route to permanent residency after two years.