A customer wants your signature today, but your Irish company is still being formed. Or a landlord will hold the premises only if you pay a deposit and sign now. Writing the proposed LTD name into the agreement can feel like a harmless shortcut. It deserves a closer look before you commit.
This guide helps founders plan contract timing before incorporation. It is not a contract template or a substitute for a solicitor reviewing your actual agreement. The examples are fictional, and the legal position depends on the document, circumstances and applicable law. Official sources were checked on 11 October 2026. Our separate pre-trading guide covers the broader launch sequence; here the focus is the identity of the contracting party.
When does the Irish company actually exist?
Section 25 places the start of the company's corporate existence at the incorporation date stated in its certificate. A name search, draft constitution or submitted Form A1 is not that certificate. CRO's name guidance also advises against spending on name-related items such as signs or stationery before incorporation is confirmed.
Before a signature deadline, ask the formation provider for the actual status: preparing documents, submitted, awaiting correction or incorporated. Do not describe an application reference as the company registration number. If incorporation has occurred, obtain the certificate and check the exact legal name and date against the agreement. A last-minute approved name change can otherwise leave the paperwork inconsistent.
Build a sensible buffer into negotiations. A planned launch date is not an incorporation guarantee, and receipt of the certificate does not complete banking, licensing or tax setup. Tell the counterparty which milestones remain outstanding instead of promising that every operational requirement will be complete when the CRO registers the company.
What Section 45 covers, and what it does not settle for you
Section 45 addresses transactions purportedly made by a company before formation, or by someone for it. Following ratification, the company takes the contractual obligations and benefits as though it had been an original party. The section does not say that receiving an incorporation certificate automatically ratifies an agreement.
That is a starting point for advice, not a reason to sign a document you have not understood. Ask the solicitor to identify the parties, the signer's capacity, any express agreement to the contrary and the intended post-incorporation steps. Have the actual wording assessed, including governing law and any separate guarantee. A future-director label should not be treated as a substitute for this review.
Agree who will keep the signed version and who will arrange the company's decision after formation. A commercial conversation can otherwise move on to delivery while the underlying contract is forgotten. Create a dated follow-up task and keep the advice with the agreement, rather than leaving this issue in an informal message that nobody checks again.
Three arrangements that should not be treated as identical
Before considering how to move an agreement into the business, establish what was actually signed. A contract in your own name is not necessarily the same arrangement as one made for an identified proposed company. A guarantee can also be a distinct commitment. Give the adviser the full documents, not just the signature page or an invoice showing a new trading name.
The comparison below is a review checklist, not a conclusion about enforceability. Changing a billing profile, transferring an asset or recording a repayment in the accounts may solve one administrative problem without resolving the contracting-party question. Ask for a clear written explanation of the necessary process and any consent or release required.
| Arrangement | Review question | Evidence to keep |
|---|---|---|
| Transaction for a proposed company | Is Section 45 relevant, and how will adoption be documented? | Original agreement, advice and subsequent company decision |
| Founder contracts personally | Is a fresh agreement, novation or assignment appropriate? | Counterparty consent and replacement or transfer documents |
| Founder gives a guarantee | Does the guarantee continue, and what would release it? | Guarantee terms and any express agreed release |
| Founder pays a deposit or buys an asset | Who owns the right or asset, and how should funding be recorded? | Receipt, ownership evidence and accountant's classification |
A customer contract while the incorporation application is pending
Consider a fictional consultant negotiating a customer project. The client wants to engage an Irish LTD, but the CRO application is pending. The founder should disclose that status and ask whether signing can wait. Commercial discussions and drafting can continue without pretending the company already exists or inserting an invented registration number.
If the deadline cannot move, ask a solicitor to review the proposed interim arrangement before signing. Discuss who would deliver the work, who would invoice, who would receive a deposit and what happens if incorporation is delayed or the name changes. Do not provide an off-the-shelf disclaimer and assume it resolves all these questions.
After incorporation, return to the contract rather than merely changing the email footer. Confirm the legal party and approved next steps with the adviser and customer. Check related practical matters too: insurance, ownership of work, confidentiality and the customer portal's supplier record. Starting a project is easier when the agreement, invoice and bank destination all identify the intended business consistently.
A premises lease, deposit and personal guarantee
In a second fictional example, a founder pays to hold a unit and receives a lease addressed to the proposed company. A reservation payment, a signed lease and a personal guarantee are separate items to examine. Do not assume that a refund policy for the deposit answers the liability questions in the lease.
Ask the solicitor to explain the named tenant, permitted use, break provisions, execution requirements and any guarantee before committing. Ask the landlord how the documents will be finalised after incorporation. If the transaction involves a property interest, its formalities and any associated taxes also deserve specific professional review; this guide does not assess them.
Do not assume ratification releases a separate personal guarantee. Incorporation should not be treated as a general cancellation of promises made by the founder. Obtain advice on the actual continuing exposure and keep any agreed release in writing. A limited company can still be a sensible structure while a particular lender or landlord requires additional personal security.
A domain, software account or subscription bought personally
A third founder purchases a domain and software before the company exists. The receipt has their personal name, and the service terms restrict account transfers. Changing the display name to the LTD is not sufficient evidence that the company now owns every right or that the provider has accepted a new contractual party.
Review each provider's actual account-transfer process and ask your adviser about the appropriate ownership documentation. Record the account holder, renewal date, recovery contact and required approvals. Do not hand over a personal password used across unrelated accounts; use the provider's authorised business-access or transfer tools where available.
This is especially important with co-founders. Make an inventory of domains, code, design files, licences and customer commitments before deciding they are company assets. Separate the legal ownership work from reimbursing the founder. Our co-founder guide explores the broader ownership discussion, while this checklist helps you identify contracts that need individual attention.
What to check after incorporation before the company signs
Corporate existence and signing authority are separate checks. Section 42 describes contract forms and signing by people acting with express or implied authority, depending on the contract. It does not mean that every document must be under seal, or that every agreement can be completed by the same online signing process.
Have the company approve the intended arrangement through the appropriate process advised for its circumstances. Keep the approval and final agreement together. Ask how any earlier transaction should be dealt with and whether the counterparty needs to sign further documents. Do not backdate a contract or approval to make the timeline appear tidier.
Update the supporting records deliberately: legal name, company number, invoicing details, insurance policy and the right business account. Keep earlier versions as part of the audit trail. If a customer or supplier rejects the new entity during onboarding, ask what evidence it needs; company formation does not require a private provider to accept the business.
Pre-trading expenses are a different question
Pre-incorporation means before the company exists; pre-trading means before a trade begins. These periods are not interchangeable. Revenue's pre-trading-expenses guidance addresses qualifying expenditure within the three years before commencement, subject to conditions. It is not blanket permission to deduct every purchase a founder made before forming a company.
Give the accountant the original receipts, dates, payer, contractual party and business purpose. Ask how a supported payment should be recorded and whether any reimbursement, director-loan entry or other treatment is appropriate. Legal liability, ownership, bookkeeping and tax deductibility are different questions; one answer does not settle the other three.
Keep records from the start rather than rebuilding them from bank descriptions at year end. Revenue's record-keeping guidance explains the supporting documents businesses should retain and the applicable retention rules. A useful founder-cost schedule links each payment to its receipt and explanation, while preserving documents that show who actually acquired the goods or services.
A practical checklist before you make the commitment
Use this list to prepare a focused discussion with your solicitor and formation provider. It is not a substitute for contract review. Prioritise long commitments, guarantees, significant deposits, valuable intellectual property and agreements whose delivery starts before the company can complete its operational setup.
- Confirm whether incorporation has occurred and obtain the certificate if it has.
- Identify every party, the signer's capacity and the document's actual date.
- Check guarantees, cancellation rights, deposits and any conditions before signing.
- Disclose a pending application and ask whether execution can wait.
- Get advice on urgent interim arrangements instead of using a generic disclaimer.
- Assign responsibility for any company approval, transfer or counterparty consent after formation.
- Preserve the full signed version, advice, approvals and payment evidence.
- Ask the accountant to classify founder-paid costs separately from the legal review.
Choose formation support without confusing it with legal advice
If your business is ready to incorporate, compare the StartCompany.ie formation packages and their published inclusions. Prepare the founders, officers, share structure, proposed name and registered-office information before ordering. Explain any genuine signature deadline to the team, but do not make a contractual commitment dependent on an unconfirmed completion date.
Review the current total payable and the scope of the chosen package. Formation support is not a bespoke contract-review service, a release from personal obligations or confirmation of a customer's onboarding requirements. Arrange solicitor advice separately where needed. Incorporation also does not guarantee tax treatment, bank approval, residency or immigration permission. The useful result is a properly planned company launch, not a promise that the certificate solves every business risk.
StartCompany.ie service
Irish Company Formation Packages
Official information and next steps
Official sources checked on 11 October 2026. The checklists and fictional examples are practical preparation suggestions, not personalised legal or tax advice. Ask a solicitor to assess your actual contract and an accountant to assess expenditure and records.