Ireland has recently been increasingly cited as an extremely convenient jurisdiction for European company incorporation. This is partly due to the consequences of the neighbouring UK leaving the EU and, as a consequence, the relocation of some international corporations to the countries of the European Economic Area. Ireland is attractive because it maintains strong economic ties with the United Kingdom, while remaining a participant in all significant integration processes in modern Europe.
Of course, Ireland’s advantages do not end with its proximity to the British kingdom alone. International businesses prefer to incorporate in this wonderful country for a number of reasons:
We prioritised the exceptional stability of Ireland’s economy and political order. On Irish soil, an enterprising person has the opportunity to work in peace, make long-term plans and scale their business;
All companies officially registered in Ireland gain access to the vast markets of the European Union almost as soon as they are registered with the tax authorities;
Ireland’s tax system allows foreign entrepreneurs to significantly reduce their company’s fiscal payments. This is facilitated by one of the lowest corporate income tax rates in Europe, as well as dozens of Ireland’s double tax treaties with other countries;
The Irish government supports private business through government grants, subsidies and low-cost loans;
Well-trained and hard-working Irish professionals attract to this jurisdiction those enterprising foreigners who plan to work directly from their place of registration;
Finally, the final argument in favour of opening a company in Ireland is the relatively simple and quick procedure of official registration. A citizen of practically any state can register his company in this country. And if he is assisted by professional corporate lawyers, he will be able to open a company remotely without leaving his home country.
There are three main forms of doing business in Ireland:
Individual Entrepreneurship;
Company;
Partnership.
Sole proprietorship status is only suitable for self-employed Irish citizens and permanent residents. Entrepreneurs living abroad favour corporate forms of business and partnerships as they cannot register as Irish sole proprietors.
The advantages of self-employment are high flexibility and simplicity. Such businessmen may not even have to register with the Irish tax authorities until their business starts generating an income of more than €5,000 per year.
On the other hand, an individual entrepreneur is fully and indefinitely liable for all his debts and financial obligations. But he pays taxes as a private person, on a progressive scale. Therefore, most foreign businessmen prefer to register a company or partnership in Ireland.
This is the most common legal form for registering a foreign business in Ireland.
Such a company has a separate legal personality from its founders. In the event of liquidation of Ltd, the liability of the shareholders is limited to the value of their shares. And if the authorised capital of the company has not been paid up or has been paid up only partially, the founders risk only the amount that has not been paid up on the shares they hold.
The amount of the authorised capital of an Irish limited liability company is not regulated in any way and can be whatever it likes. It is common practice to have a Ltd authorised capital of €100 divided into 100 shares of €1 par value.
Limited companies in Ireland issue only registered shares.
A Ltd can have up to 149 shareholders. A firm with only one founder is called a Single Member Company.
Here’s what you’ll need to register a limited company:
Legal address in Ireland. Our specialists will provide you with a legal address in the country for company registration. If you need a “sub-state” — the economic and actual presence of the company on Irish soil, we will take care of finding and renting suitable office space. In Ireland, the registrar allows companies to be set up even at a home address. However, the businessman must have the written consent of the landlord in order to register the firm at the address of the rented flat or house;
Appoint 1 director and 1 corporate secretary. The functions of director and secretary can be successfully combined by one person, but in this case a second director must be appointed to the company. If it is a single member company where one person combines the functions of founder and director, you will need a separate corporate secretary.
These types of companies are famously flexible and can engage in any type of business activity other than lending and insurance.
With few exceptions, Ltds do not need to hold an annual AGM. And those limited liability companies that are small or medium-sized businesses may not be audited.
You will be ideally suited to Ltd if you plan to incorporate a dormant company in Ireland.
This type of limited company was introduced in Ireland in 2015. The main difference between this form of doing business and a standard Ltd is hidden in the part of the articles of association of the organisation where the main objectives are stated. In the case of DAC, only one type of business activity is declared there. An Irish company with a designated responsibility must have at least 2 directors and 1 corporate secretary.
This legal form is otherwise similar to a Ltd. The liability of a DAC is also limited only by the size of the share capital. There cannot be more than 149 shareholders in such a company either.
Imperial & Legal recommend that a company with a designated activity should only be set up if the client is absolutely sure of the chosen area of activity and does not plan to change it. DAC is often used to register credit and insurance companies, as well as trustee organisations in Ireland.
The choice of serious overseas entrepreneurs planning to incorporate a business structure in Ireland with the possibility of placing shares on the securities market.
The liability of PLC shareholders does not extend beyond the market value of all the shares in the company held by them.
A public limited company in Ireland is authorised to issue bearer shares and sell them on the stock exchange. But before a PLC can borrow funds in this way, 2 small conditions must be met:
The stated share capital of the company must be at least €38,92;
At least 25 per cent of the stated amount of share capital must be fully paid up by the founders of the company.
A public limited company must have at least 7 shareholders. The total number of shareholders in a PLC is not limited.
The successful operation of such an organisation requires the appointment of 2 directors and 1 secretary.
PLC’s financial report must be preceded by an audit and an AGM.
This type of Irish business organisation is registered when it is necessary to protect the founders from full liability for the results of the organisation, which has no share capital.
The liability of the members of such a company is limited only to the amount they undertake to contribute to the corporate assets in the event of its liquidation. The amount of the guarantee can be almost any amount, as long as it is at least €1.
The activities of a CLG are limited to the purposes set out in the Memorandum of Association. Charitable organisations and professional bodies are the most common choice for a company limited by guarantee to be incorporated in Ireland.
At least two directors must be appointed to the CLG and one corporate secretary must be appointed.
This legal form is used relatively rarely for business registration in Ireland, as the liability of shareholders for the debts of the firm is not limited to the share capital and extends to all of their assets. There are both public and closed companies with unlimited liability.
The Irish Unlimited Company has a number of advantages:
Greater flexibility in drafting the articles of association and defining its main business activities compared to limited liability companies;
Fewer regulatory requirements;
A higher level of confidentiality, as in certain circumstances a company with unlimited liability is given the option not to file financial statements.
In Ireland, therefore, such companies are registered by professional service providers who find it important to build a trusting relationship with their clients.
Registering a branch in Ireland allows foreign entrepreneurs to get such advantages as: reliable legal protection of business, less bureaucratic procedures and access to EU markets.
Many multinational corporations choose Ireland as a country to locate their European office. Virtually any company officially registered in another country can open a branch in Ireland.
It is common for an Irish branch to be registered with the same name as the parent company in the other jurisdiction. The official Irish company register also indicates the date of incorporation of the main foreign company that is opening the branch.
You will also need the following information and documents to register a branch office in Ireland:
Apostilled copies of the articles of association, memorandum of association and certificate of incorporation of the foreign company;
List of Directors;
Names and addresses of persons resident in Ireland authorised to make decisions on behalf of the company;
The address of the company’s branch office in Ireland where official correspondence will be sent.
If the company documents are not in English or Irish, an additional notarised translation will be required.
One of the most common types of organisation for registering a business in Ireland is a limited partnership.
LP registration requires a minimum of 2 members, either natural or legal persons. All Irish partnerships in this country, although called “companies” or “firms”, do not have a separate legal personality from their founders.
But in a limited partnership, unlike in a general partnership, all partners are divided into general partners and limited partners. While the former are fully and indefinitely liable for all debts arising from the business activities of the LP, the latter risk only their contribution to the authorised capital of the partnership.
A key advantage of Irish partnerships is the pass-through principle of taxation, where income tax is not charged at the level of the organisation. The profits made are first distributed to the partners so that they then report and pay income tax privately.
Irish law limits the number of partners in an LP:
If a limited partnership is engaged in trading, it cannot have more than 20 members;
If the partnership is engaged in banking activities, the number of its members must not exceed 10;
In credit and investment limited partnerships, the number of partners ranges from 2 to 50.
All LPs must be formally registered with the CRO or they will be considered general partnerships.
The general or general partner must be a national or permanent resident of the European Economic Area or Switzerland, if an individual. Otherwise, the partner will need to obtain authorisation from the Irish Department of Justice. A residence permit in Ireland will be suitable for this purpose.
If the general partner is a non-resident company, the Registrar shall be provided with certified copies of the statutory documents and certificate of registration.
All companies incorporated in Ireland pay tax on profits, regardless of where they arise. The Irish apply different rates of corporation tax depending on the source and location of the company’s profits.
The current standard rate of corporation tax in Ireland is 12.5%. Its unofficial name is the “trade rate”, as it is used to calculate tax on profits of commercial organisations derived from the sale of goods and services (there are exceptions), including outside the country. This is one of the lowest rates among the European Union countries.
A higher rate of a substantial 25% is called the ‘passive’ rate and applies to Irish business income such as dividends from non-resident companies outside Ireland, as well as rents and royalties. Dividends received from another Irish company engaged in foreign trade are subject to corporation tax at the standard rate of 12.5 per cent.
The 25% rate also applies to the calculation of corporation tax if:
A firm registered in Ireland carries on all its business activities abroad;
Income was derived from land transactions, or in the mining or oil industry.
Capital gains tax for companies in Ireland is 33 per cent.
The three rates of corporation tax on profits in Ireland
There are a few exceptions, when additional tax is imposed on certain types of income of Irish companies from oil production activities (the tax rate varies from 25% to 40%, depending on the profitability of the business). Or, when additional corporate tax is imposed on undistributed profits of closed companies derived in the reporting period from investment or professional activities.
The standard rate of VAT in Ireland is 23%. Along with the standard rate, the country applies reduced VAT rates of 13.5%, 9% and even 0%.
If you use employees in Ireland, you will pay what is known as ’employer’s tax’ (8-11.05% of the amount of wages paid).
The reporting period in this country is usually equated to a calendar year. Irish companies file tax returns no later than 23 September, so they have more than 8 months to report their profits.
Companies report VAT every 2 months by the 19th day of the month. Employer’s tax — by the 14th day of the following month.
The competent support of Imperial & Legal staff will save you the trouble of finding a suitable name for your company. The CRO will ensure that the proposed company name is not similar to the names of existing organisations.
With our help you will be able to register a unique name for your future company on the Irish CRO website for 28 days. The chosen and approved name will be used on the company’s website, letterheads, official letters, contracts, emails, etc. in the future.
A Business Name is an additional name, such as a short “name” for your company, that can be used in promotional materials. Business Names can be registered by individuals, companies and partnerships. Unlike a company name, a Business Name is not required to be unique, so several independent Irish firms can operate under the same name.
To protect your original trade name from plagiarism, it is common to register a trade mark rather than a business name. With the help of our specialists, aspiring Irish entrepreneurs can officially register the rights to their TM not only in Ireland, but also throughout the European Economic Area.
Before you apply for company registration in Ireland, we work with you to gather the following documents and information:
The constitutional documents of the organisation, which include the Memorandum of Association and Articles of Association. In addition, each corporate structure to be registered must have a constitution;
A certificate that the company has a registered office in Ireland. Each Irish company of foreign origin may have more than one address, information about which you must provide to the Registrar. For example:
Information about the appointed directors, including proof of residential address. Only a natural person can be a director of a company in Ireland.
You will find it easier to work in Ireland if at least one of the company directors is local. If you do not have such a manager, you can:
Write an application to the Irish CRO to be provided with a certificate confirming that your company has a real and continuing economic connection with Ireland;
Purchase statutory insurance bonds totalling €25,395;
Personal details of the founders of the company;
Information about the corporate secretary. The functions of the secretary may be performed by one of the directors or by a separately employed employee or company;
Details of the company’s share capital. In the case of a Ltd, the most common corporate form in Ireland, there is no requirement for the share capital to be at least partly paid up, nor is there a limit on its size. Generally, the company’s share capital and share capital details are shown in its articles of association.
The Irish have endeavoured to make the process of registering a new company as simple and accessible as possible. Once all the necessary documents have been collected, Imperial & Legal specialists pay the fee and submit the application on the official CRO website. The actual process of official registration takes no more than 3 working days.
Ireland is a full member of the EU and therefore has the same requirements, including the public disclosure of information on the beneficiaries of officially registered commercial organisations.
After opening a company in Ireland, the founder or his legal representative, with our assistance, declares all the beneficiaries of his business on a special RBO (Register Beneficial Owners) website. The new businessman has no more than 5 months to submit this information.
The tax service in Ireland compares favourably with its European counterparts in terms of its loyalty to start-ups. However, you will still need to register your company with the tax authorities almost immediately after incorporation and submit a tax return after the accounting period. As with a CRO, with the help of Imperial & legal you can register your business remotely on the official website of the Irish Revenue Service.
London-based Imperial & Legal has a unique experience of working with those foreign entrepreneurs who are not afraid to expand their business horizons and are ready to work abroad.
With us you will be able to set up a company in Ireland without unnecessary paperwork, register with the tax authorities, open a local bank account, take advantage of unique government support programmes and successfully prepare your first corporate accounts!
“Sensitive” is defined by corporate law experts as words that a businessperson cannot use without good reason.
Simply put, if you include the words holding, bank, university, co-op, society, group, charity, architect, management in the name of your company, the Registrar will ask: how justified is their use? And if your business, your field of activity or the level of professional skills of your employees do not correspond to the loud name, you run the risk of being rejected.
The firm only needs insurance in certain cases:
If you plan to work with banks and government agencies;
If you are involved in a tender process;
If you officially attend industry trade shows;
If your work involves charity work;
If your material liability as a founder is not limited to the amount of the guarantee or the amount of the share capital;
If you are acting as a sole proprietor;
If your business needs to provide an extra layer of security.
A licence in Ireland is only required if the firm’s activities are in the field:
Alcohol sales;
Tourism;
Hospitality business;
Property sales;
Passenger and freight transport;
Accounting;
Banking and Investments;
Gambling.
An audit should be carried out if at least one of the following statements is true about your Ltd:
The company’s turnover reached or exceeded 12 million euros in the reporting period;
Your company has assets totalling €6 million or more on its balance sheet;
Your Irish firm has at least 50 employees.
Support is provided through large and local government structures by providing grants, subsidies and soft loans to entrepreneurs.
Small business support is mainly provided by the Local Enterprise Office, the local chamber of commerce, which provides one-off grants to Irish entrepreneurs: to create a corporate website, to attend international exhibitions, for training, to analyse the market, to create a business plan, and so on.
We will work with you to find a customised solution for your immigration, second citizenship, business, tax and other needs.
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