Interested to register a company in Ireland?
Main characteristics for registration in Ireland
Company Registration in Ireland
Ireland is a perfect place for doing business and setting up your company. Ireland is the member of the EU which offers favourable corporation tax rate, highly-skilled and English speaking workforce. It has already attracted the world’s top companies from different industry sectors, including Adobe, Amazon, etc. This jurisdiction offers transparent tax system and perfect holding company regime.
This article gives you an overview on how to set up a company in Ireland.
Foreign companies and citizens may register the company in Ireland in the following types:
- A private company limited by shares: this is the most popular type of legal entities with shareholders having limited liability to the amount of subscribed shares. It can have only one director. The maximum number of members is 149.
- Designated Activity Company limited by shares: consists of one shareholder or up to 149 shareholders. Its members’ liability is limited to the nominal value of their shareholding. A DAC must have at least two directors and a secretary (a director may also serve as the secretary).
- Designated Activity Company limited by guarantee: the members’ liability is defined per two rules, firstly, the amount, if any, that is unpaid on the shares they hold, and secondly, the amount they have undertaken to contribute to the assets of the company, in the event that it is wound up. Number of members is 1-149 members. It must have at least two directors and a secretary (a director may also serve as the secretary).
- A company limited by guarantee (limited by guarantee does not have a share capital). The members’ liability is limited to the amount they have undertaken to contribute to the assets of the company. This type of company does not necessarily have a share capital. Usually charities and professional bodies choose this type of company.
- Public limited company (PLC). The members’ liability is limited to the amount, if any, unpaid on shares held by them. The minimum share capital is €25,000, out of which 25% should be fully paid.
- Partnerships: ordinary (general) partnership or limited partnership. Ordinary (general) partnership consists of two or more partners with joint and several liabilities. Limited partnership consists of one partner with unlimited liability and other partners having limited liability.
- Sole proprietorship
Company registration documents to be submitted in Ireland depend on the type of legal entity you choose from.
The term for registering a company in Ireland is 1-2 weeks.
Tips: you can submit your documents and application online which will accelerate the process.
It is required to register a company name in Ireland before the company is incorporated. To register a company name, it is necessary to submit an official form to the Companies Registration Office. Form RBN1A is filled in by partnerships and Form RBN1B is filled in by companies. This service is subject to the registration fee of €40 for paper filing and €20 for electronic filing.
The Companies Registration Office will refuse a proposed company name for registration in the following cases:
- it is identical to or too similar to a name already registered in Ireland;
- it is offensive;
- it would suggest state sponsorship;
- a proposed company name contains such words as “limited”, “ltd”, “teoranta”, “teo”, “incorporated”, “inc.”, “company”, unless an explanation is provided;
- a proposed company name contains such suffix as “.ie”, “.com”, “.net”, “www”, as these endings are considered as undesirable;
- names containing “bank”, “banc”, “banking”, “banker” are required prior permission;
- names containing “society”, “co-op”, “co-operative” are required prior permission;
- names containing “university”, “co-institute”, “college”, “charity” are required prior permission;
- names containing “holding”, “group”, etc. require further information from an applicant;
- the use of “standard” is prohibited;
- the use of “Credit Union” is prohibited;
- names containing “architect” are required prior permission.
Applicants are recommended to check an indented company name in CRO web search facility before submitting the application for company name registration.
Tips: Ecompany.ltd website contains searching tools that enable you to search for existing company names in Ireland. Please use our website to check the last updated information on all companies registered in Ireland.
A company in Ireland have at least one shareholder whose name is contained in the official record. Certain company types can only have a maximum number of 149 members. Shareholders are not required to be residents or citizens of Ireland. It can be an individual or a corporation either registered in Ireland or a foreign country.
Companies incorporated in Ireland may have one natural directors. At least one director must be a resident of the European Economic Area.
The company secretary is required for certain types of companies.
A company in Ireland must keep its accounting records at its registered office address or other place chosen by a director. The records must be open to inspection at all times.
A financial year in Ireland is usually a 12-month period for preparation of accounts. Every company must prepare accounts that report on the performance and activities of the company during the financial year.
Public limited companies in Ireland are subject to audit. In addition, audit or review is mandatory if an entity exceeds certain quantitative thresholds (consolidating entities apply the thresholds to the consolidated numbers).
There is an exemption from having an audit for certain small companies but only if they are eligible and wish to take advantage of it.
The official fee for incorporation a company in Ireland is €100. Alternatively, the fee for electronic submission of documents is €50. Every alteration of corporate information is subject to the official fee.
Ecompany.ltd has an extensive experience with company formation in Ireland. Our professional team conducts company name search and can advise on a selection of company name that will not infringe trademarks. We prepare all necessary documents for registration and assist with translation. Ecompany.ltd provides full support during all stages of company formation in Ireland.
In order to register a company in Ireland, it is required to follow these steps:
- preparing memorandum or articles of association (depending on a type of company);
- identifying a number of founder members and their shares;
- renting an office or using nominal services of registered office address in Ireland;
- appointing director(s) and secretary;
- receiving director(s) and secretary consent;
- paying registration fees;
- filling registration form (Form A1)
- submitting documents to the Companies Registration Office online using CORE or on paper;
- receiving company incorporation certificate;
- opening a bank account.
The company incorporation certificate is issued in a digital format in Ireland. The digital certificate constitutes “digitally certified” document. The applicant receives the digital certificate of incorporation in pdf form on the email indicated in application documents.
The digital certificate of incorporation contains company name, registration number, date of incorporation, registered address. It is accompanied with the signature of the officer registering the company on behalf of the Registrar.
Ecompany.ltd assists clients with obtaining certified and apostilled copies of incorporation certificates in Ireland.
Copy of International Passport
Copy of EU issued ID card
Utility bill no older than 3 months
Copy of official ID document showing address. If the document is not in English (i.e. Russian internal passport), certified translation needs to be provided
Bank account statement or bank reference letter showing address of UBO
- Signed Nominee (Trust) agreement
- Certified translation: translating company with name, seal and publicly available records (certificate issued by regulating body or can be found on the internet)
Once the above documents are ready, it is necessary to prepare the following documents for filing to the Companies Registration Office:
- registration form (Form A1);
- a copy of the company’s memorandum and/or articles of association.
The Companies Registration Office does not provide a standard template of memorandum and/or articles of association. Such form should be prepared by professional lawyers or agents. Ecompany.ltd assists clients with preparation of all required documents for company registration in Ireland, including memorandum and articles of association.
The Registrar of Companies Ireland is the official government body responsible for incorporation of companies. It is the central repository of public statutory information on Irish companies and business names. Any amendments to a company’s incorporation information is subject to registration with the Registrar. Certain services of this governmental body can be accessed online.
The cost of company incorporation in Ireland is Euro.
Taxes in Ireland
As part of the UK, most tax law that applies in Ireland is the UK law. HM Revenue and Customs is responsible for collecting and administering taxes in the UK. Local taxation applies to land and property.
A company is resident in the UK if it is incorporated in the UK or if its central management and control are in the UK. In certain cases, a company could be resident in another jurisdiction where a tax treaty applies.
A typical taxable period in Ireland is from 1 April to 31 March. However, each company may opt another period.
Companies submit tax returns to Ireland within 12 months of the year end.
A UK resident company is liable for corporation tax on its worldwide profits and chargeable gains. Currently corporation tax rate is 19%. A non-UK resident company disposing of shares in a company is exempt from taxation in Ireland, unless it has a permanent establishment in the UK.
There is no withholding tax on payments of dividends from a UK company. Generally, interest paid is subject to a withholding tax rate of 20%. A company may mitigate it in many cases of payment to a corporate entity, either by virtue of a double tax treaty with reduced rate, or the application of EU directives. It is necessary to apply for advance clearance to the UK tax authorities to make a payment of interest at the reduced withholding rate.
Royalty is subject to withholding tax at 20%, but it can be mitigated by virtue of a double tax treaty with reduced rate, or the application of EU directives.
VAT rate in Ireland on supplies of goods and services is 20%. Certain goods and services are exempt from VAT. Reduced rate of 5% applies to certain goods and services (such as domestic gas supplies) and 0% applies to most food and children’s clothing business.
Voluntary and involuntary liquidation of companies incorporated in Ireland is regulated by the Companies Act.
A company incorporated in Ireland can be liquidated compulsory based on the order of the High Court. The court proceeding can be initiated by:
- Creditors if a company owns more than £ 750;
- Company itself;
- Company’s directors or members;
- Official Receiver.
Upon the receipt of the court order, the petition must be advertised in the Belfast Gazette and a provisional liquidator is appointed. Within 28 days of the appointment, the liquidator is responsible for investigation of the company’s affairs and causes of its failure. He also decides whether to call meetings of the creditors and contributors. The liquidator drafts the balance sheet, distributes assets and pays creditors. Finally, the company is removed from the Registrar of Companies.
A company’s director, administrator or liquidator may propose voluntary liquidation which is to be approved by company’s members.
When the liquidator is appointed they take control of the company and will be responsible for settling any legal disputes or outstanding contracts, selling off the company’s assets and use any money to pay creditors, pay liquidation costs and the final VAT bill, etc. Finally, the liquidator gets the company removed from the Registrar of Companies.