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Register a Company in Ireland

Comprehensive legal services for business formation

After Brexit, Ireland remains the only English-speaking country in the European Union. This alone makes this jurisdiction particularly attractive to international entrepreneurs.

Ireland is home to the European offices of multinational giants such as Citi, Pfizer, Google, Microsoft, and Intel. International companies are taking advantage of the favourable conditions offered by this country to grow and expand their businesses. Let’s take a closer look at the advantages of Ireland for doing business.

5 reasons to do business in Ireland

  1. Low corporate tax rate

    Ireland has one of the lowest corporate tax rates in Europe at 12.5%. Moreover, the Irish government has signed more than 70 double tax treaties with other jurisdictions, including the US and EU states.

  2. Strategic position

    Located in the north of Europe, Ireland cannot boast of being at the crossroads of busy trade routes. However, it is part of the European Economic Area, which gives Irish businessmen easy access to the vast markets of united Europe.In addition, Ireland shares a border with the United Kingdom. Despite the United Kingdom’s withdrawal from the European Union, the country has maintained close economic ties with the Republic of Ireland, which includes a special customs regime.
    Thus, by setting up a company in Ireland, an entrepreneur is able to trade relatively freely in the EEA countries and in the UK’s rich domestic market.

  3. High human resources capacity

    According to the World Population Review, Ireland is the third most educated country in the world, behind only Canada and Japan. 54 per cent of Irish people of working age have a university degree. A high level of training, combined with a high level of adaptability, allows Irish professionals to successfully solve complex work problems. When you open a company in Ireland, you will find in this country reliable, well-trained professionals whose knowledge, experience and diligence will help you take your business to new heights.

  4. Registering a company and doing business without bureaucracy

    According to the IMD World Competitiveness Yearbook in 2024 Ireland is ranked 4th in the world in terms of economic efficiency. At the same time, the country is ranked 24th in terms of ease of doing business.Ireland has created one of the easiest and most transparent company registration procedures in the world. Unlike other EU jurisdictions, where incorporation can take many weeks, in this country it takes a businessman no more than 3 working days to register a company.
    In addition, the low level of bureaucratisation allows Irish entrepreneurs to easily make changes in the company’s shareholders and directors without complicated bureaucratic procedures.

  5. Modern infrastructure

    The Republic of Ireland has all the necessary business infrastructure in place to enable the company to build strong relationships with customers and suppliers and organise reliable delivery channels.The Irish government has approved a National Development Plan that will see more than €165bn spent on major infrastructure projects until 2030.

Creation and business support of overseas companies

Establishing and Supporting International Businesses: Your Guide to Global Expansion

What requirements Ireland imposes on foreign entrepreneurs

The Irish authorities impose a number of requirements on companies registered in their country by foreign entrepreneurs from countries outside the European Economic Area:

  1. At least one director in such a firm must be a resident of an EEA state, which includes EU countries as well as Iceland, Norway and Liechtenstein.
  2. If there is no such director, the company’s representatives will need to purchase what is known as a Section 137 Revenue Bond or, as they are also known, a non-resident director’s bond.
    The bond serves as a form of collateral which demonstrates the intention of the newly formed company to fulfil all its legal and financial obligations under Irish corporate and tax law. The cost of the Section 137 Revenue Bond is €25,000. The bond is purchased by a foreign company for a minimum period of 2 years.
  3. Every such corporation in Ireland must have a registered office and a corporate secretary.

All these requirements can be successfully fulfilled with the help of Imperial & Legal’s registration agents. We provide our clients with a registered address and corporate secretarial services. We are also ready to find a reliable nominee director permanently residing in one of the EEA countries, or to assist in the timely payment of a revenue bond.

Types of Irish companies

The most popular legal forms among foreign entrepreneurs are limited liability company, joint stock company, specialised company, and Irish partnerships. Let’s see in detail each of these options separately.

Limited Liability Company

This type of corporation must carry in its name an indication of the legal form – Limited / Teoranta or the abbreviation LTD.

The main characteristics of an Irish limited liability company:

  • Teoranta is a separate from its founders legal entity.
  • LTD has a charter capital divided into shares of a certain nominal value. Irish law does not regulate the amount of the charter capital of an LTD.
  • All shares in an Irish limited company are registered shares.
  • The number of shareholders in Teoranta ranges from 1 to 149.
  • The liability of shareholders for LTD debt obligations is limited to the value of their share in the company’s authorised capital.
  • Ireland’s corporate laws allow for a limited company to be owned by foreign entrepreneurs and commercial organisations.
  • Only an individual can be a director of an LTD company. Each such company must also have a corporate secretary. In Teoranta, the sole founder may be its sole director, if the functions of the corporate secretary are performed by a separate lawyer or law firm.
  • Where a limited company is managed by a Board of Directors, one of its members may be both a founder, a director and the company secretary.
  • Decisions in this type of company can be made by a majority vote of the shareholders. However, limited liability companies have the option to waive the annual general meeting of shareholders.
  • A limited company doesn’t need to have stated purpose and can engage in any business activity.
  • The constituent document of such a firm is the charter.
  • In certain circumstances, LTDs are exempt from audit, which in Ireland is usually combined with the preparation of annual accounts.

Specialised company

Another name for this Irish corporate structure is a Designated Activity Company. The name of such a company must include the phrases “Cuideachta Ghníomhaíochta Ainmnithe”, or “Designated Activity Company”, or the abbreviation DAC.

A DAC in Ireland is a private company in which the liability of the founders is limited to the amount of the authorised capital or the guarantee and the authorised capital, which is entitled to engage only in those types of business activities that have been set out in its articles of association.

Other features of an Irish Designated Activity Company:

  • The charter documents of a specialised company include a memorandum of association (memorandum) and articles of association. The memorandum must specify the types of business activities to be carried out by the firm.
  • As with LTD, a DAC can have up to 149 shareholders of any tax residence.
  • The founding capital of the company is divided into registered shares of a certain par value (multiple of €1), distributed among the founders according to their shares.
  • If a company declares bankruptcy, the liability of the founders is limited to the value of their share in the charter capital. Or their share in the charter capital and the amount of the guarantee – a financial obligation that the founder undertakes to pay for the debts of the corporation.
  • A corporate secretary is required for a designated activity company.
  • Decisions in a DAC can be made by shareholder vote. Every year this type of company must hold a general meeting of shareholders.
  • Each Irish specialised company is managed by at least 2 directors. A founder or an employee may be appointed to a management position.

Joint Stock Company

The name of such a corporation must indicate the legal form – “Cuideachta Phoibli Theoranta” or “Public Limited Company”. The abbreviation PLC is also used to denote a joint stock company.

Irish Joint Stock Company characteristics:

  • PLCs can issue bearer shares and place them on the stock exchange in order to attract additional investment in the business.
  • If a joint stock company issues only registered shares, the liability of the founders in the event of bankruptcy of the company is equal to their share in the authorised capital (already paid up or a remaining financial liability).
  • The liability of shareholders of a firm listing its shares on the stock market is equal to the actual value of the shares held.
  • Unlike LTD and DAC, an Irish PLC must have at least partially paid-up nominal value of the charter capital, the minimum amount of which is now €25,000.
    The businessman must deposit at least a quarter of the designated minimum into an account in an Irish bank before his shareholding company can start operating.
  • Irish PLCs cannot claim an audit exemption even if the company has been dormant since incorporation.
  • The management of an Irish limited company must consist of at least 2 directors who are appointed by the board of founders or at a general meeting of shareholders.
  • PLCs in Ireland are required to hold a general meeting of shareholders every year.

Incorporating a joint stock company in Ireland gives the entrepreneur a lot of unique opportunities. However, it costs more money to administer and maintain such a business structure than a private limited company.

Branch

A company operating overseas can register a separate legal entity in Ireland by choosing one of the legal forms previously discussed. However, there is a simpler way of accessing the rich EU and UK markets, which involves registering a branch of the overseas firm in Ireland. The branch won’t be a separate legal entity from the parent company, and the financial obligations arising from the operation will by default be those of the head office.

Irish partnerships

Partnerships in Ireland are registered much less frequently than corporations. The main characteristic of this legal form is that partnerships are not a separate legal entity, and in the case of a general partnership – its members bear full responsibility for the debts of a firm. Usually, businessmen in the Republic of Ireland register general and limited partnerships.

Limited partnership

A limited partnership must have at least 2 members, one of whom is a general partner and the other — a limited partner.

A partnership may consist of individuals or legal entities. An Irish limited partnership may have up to 20 members in total, and if the organisation is engaged in banking activities, the maximum number of members must not exceed 10.

The general partner has unlimited liability for all debts of the firm. Limited partners contribute a set amount of capital at the time of registration of the limited partnership and are not liable for debts beyond the amount contributed.

General partnership

In a general partnership, each member is personally liable for all debts and liabilities arising out of the business activities of the partnership. Many professional bodies such as law, finance and accountancy firms are registered as general partnerships in Ireland.

What taxes do companies pay in Ireland

Income tax

Companies incorporated in Ireland are taxed on profits earned both domestically and internationally. Foreign companies operating in the Irish market are also liable to corporation tax on profits derived from the sale of goods or services in the Republic of Ireland.

There are three rates of corporation tax in Ireland:

Rate%Sources of income
Trading12,5%Income from the sale of goods and services, both in and outside Ireland*
Passive25%Dividends from foreign companies (there are exceptions), interest, rents and royalties.
Сapital gains30%Capital gains

Note: If a company registered in Ireland operates only abroad, corporation tax is charged on all of its income at a rate of 25 per cent. A similar rule applies to income derived from the sale of land, oil or minerals.

The Irish authorities believe that oil producers in their country should pay more taxes. Therefore, corporate tax on oil revenues can be as high as 25-40 per cent.

As Ireland is part of the European Union, a number of changes have been made to Ireland’s tax legislation in line with Union Directives, with the ultimate aim of increasing the effective tax rate on the income of large corporations and groups of companies (with combined annual income of more than €750 million in 2 out of the last 4 accounting periods) to 15%.

VAT

The current rate of value added tax in Ireland is 23%.

Reduced rates of up to 13.5 per cent and 9 per cent, as well as zero rates of VAT are applied to a number of goods, services and trade transactions.

A zero rate of value added tax applies to certain industries in Ireland. These industries include:

  • postal services;
  • medicine;
  • education;
  • national broadcasting;
  • certain types of banking services;
  • insurance services;
  • betting and gambling;
  • in some cases, a lease of immovable property;
  • passenger transport.

There are other tax liabilities that arise for Irish registered corporations. For effective tax planning, you can seek the assistance of our professional advisors.

How to open a company in Ireland

The process of starting a company in the Republic of Ireland is simpler and cheaper than in other EU jurisdictions. At the same time, it will be difficult for an untrained businessman to register an Irish company if he does it for the first time. Fortunately, you can always turn to the experienced lawyers of our company, so that the launch of a new business in Ireland will not demand a lot of time and money from you.

Let’s look at the process of registering an LTD, the most common type of corporation in Ireland.

Step 1: Preparation

Usually already at the first consultation with Imperial & Legal, the entrepreneur knows what the name of his Irish company will be. The task of our staff is to check the name for compatibility and to register it on the official website of the CRO (Companies Registration Office).

At the client’s request, we can also register a business name or a trademark. The latter is very important if you plan to offer a unique product on the domestic and European market.

At the preparatory stage it will be necessary to resolve many organisational issues. Imperial & Legal specialists will help you with this. Prior to the incorporation of your company it is necessary to:

  1. Determine the organisational structure of the company. How many founders will it have? How will the shares in the authorised capital be distributed? What will be the nominal capital of the LTD?
  2. Appoint a director. If your company does not have a director who is a resident in one of the European Economic Area countries, we will find you a reliable nominee director or help you organise the payment for a non-resident director’s bond.
  3. Lease an office in Irish which you can use as the official address. If you do not plan to set up an office in the country of incorporation, it will be possible to lease a registered office from Imperial & Legal’s Irish partners. We provide this service as part of our business package.
  4. Hire a corporate secretary. If you have more than one director in your company, one of them may take over the administrative functions. However, in most cases, foreign owners of small companies require a separate corporate secretary. Imperial & Legal usually provides entrepreneurs with a corporate secretary service along with a registered office.

The structure of the company as well as all other agreements reached are recorded and approved by the signatures of the founders in the Articles of Association, which will be drawn up for you by our experts.

Step 2: Official registration

Corporations in Ireland are usually registered on the government’s online CRO portal. Our experts will accurately complete the A1 application form, upload the articles of association and pay the registration fee.

The more old-fashioned method involves sending the printed and completed application form, together with a copy of the articles of association and a receipt for the fee, by post.

Usually, entrepreneurs choose the first way. Our legal support practically excludes mistakes. The firm will be officially registered no later than in 3 working days from the moment of application.

Step 3: After registration

Our clients usually continue to work with Imperial & Legal after the corporation is registered. We can help provide data on the company’s beneficiaries, register for tax, arrange visas for relocation of employees, optimise taxes, register for VAT, prepare the annual report, etc.

Approaching each case individually, our specialists strive to always find the best solutions for each businessman who contacted us, no matter how complex the legal tasks he faces.

FAQs about incorporating a company in Ireland

What happens if a foreigner sets up a company in Ireland without an EEA resident director and without buying a revenue bond?

In most cases, an application to incorporate a company in Ireland without a director who is a resident of one of the EEA states or without acquiring a non-resident director’s bond will be refused.

If a firm with foreign founders operates without a revenue bond, the absence of a director in the status of a resident of the European Economic Area will already qualify as a criminal offence. The official portal of the CRO will file a statement of claim with the court. It is highly probable that the owners and directors of such a company will be prosecuted by a court decision.

Why do participants in the Irish partnership need to draw up and sign a partnership agreement?

The formation of general partnerships and limited liability partnerships in Ireland is regulated by the legislation of the late 19th and early 20th century. This is probably why the process of establishing such a commercial organisation is not burdened with excessive formalities.

Although you can legally operate without a partnership agreement, Imperial & Legal strongly advise entrepreneurs to draw one up and sign it.

A partnership agreement is also called a partnership deed. It sets out the important principles that your firm will follow. Such as:

  • How the company is managed;
  • How the assets are being distributed;
  • How new members can join the partnership;
  • How financial decisions are made.

What information is required for Form A1 of the application for registration of an Irish company?

In Form A1 our lawyers enter details of the company’s approved name, registered office, personal data of the company secretaries and directors (including their consent to act as such), as well as information on the amount of the authorised share capital, the number and nominal value of shares, the founders and their shareholding.

What is an RBO site?

RBO stands for “Register Beneficial Owners” and is a government website where founders of newly incorporated Irish companies or authorised solicitors declare all the beneficiaries of their business. The information must be submitted no later than 5 months after the official registration of the company.

In accordance with the requirements of the European Union authorities, information on the beneficial owners of Irish business entities is made publicly available.

Looking to register a company in Ireland?

Our licensed legal experts at Imperial & Legal will guide you through every step of the company registration process in Ireland, from choosing the right business structure to tax support. Contact us for a consultation and take advantage of Ireland’s business-friendly environment.

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