Ireland is a common law jurisdiction based on English common law.
The basic law of Ireland is Constitution of 1937.
Companies in Ireland are regulated by Companies Act, 1963.
The principal forms of business organization in Ireland are:
The most common structure is the private company limited by shares.
There is a range of requirements to the company name in Ireland:
The following steps are required to incorporate a Limited liability company in Ireland:
Check and reserve a company name online: you may check and reserve a company name with the Companies Registration Office in electronic form. A company name can be reserved for a period up to 28 days.
File necessary materials with the Companies Registration Office (CRO): A founder may register a company at the Companies Registration Office (CRO) by three methods:
To access the first two systems, to the company founder must apply to the CRO for an access number and have the memorandum and articles of association approved in advance. Usually only professional agencies use the expedited systems.
Necessary documents for limited companies:
Forms can be downloaded from the CRO Web site. For all methods, a CRO Form A1 must be submitted with details of the company name, the first election of directors and secretary, and the subscribers to the memorandum and articles of association; the authorized and issued share capital; and the registered office and the details of the location in the state where the central administration and the main company activities are proposed to be undertaken. The memorandum and articles of association, signed by the subscriber shareholders, will also be submitted to the CRO.
As of April 2006 professional incorporators do not have to reregister the preapproved memorandum and articles of association. When using the CORE system only those pages that are company specific of the pre-approved memorandum and articles of association need be submitted with an application to incorporate a company.
A registration fee of EUR 100 is charged for each model memorandum and articles of association registered with the Office.
Get a company seal: In addition to getting a company seal, the company must keep the statutory registers for the directors and shareholders.
Register for corporation tax, social insurance (PAYE/PRSI) and VAT with the Revenue Commissioners: To register for corporation and VAT taxes and for social insurance (PAYE / PRSI) with the Revenue Commissioners, the company must file Form TR2. The tax identification number is needed only when the company must pay year-end taxes. Upon entering form data into the Commissioners database, the company is immediately registered for PAYE / PRSI. However, VAT registration requires an additional 5–10 working days.
The formation of a new company in Ireland takes about 10 days.
Applying for a local bank account depends on the activities to be carried on by Irish Company. Generally, if payments are to be made to the Company locally or if the Company is to make payments locally it might be best to have a local bank account. It will be necessary to provide the Bank with information for each of the company’s directors i.e. copy of passport/driving licence and a copy of a utility bill. It may be prudent to have a local bank account to facilitate Revenue Commissioner refunds and payments.
An Irish company must have a registered office in Ireland and must include its company name and registered office in all business letters, correspondence, notices, negotiable instruments and letters of credit.
The registered office of a company is that to which CRO correspondence and all formal legal notices addressed to the company will be sent. The registered office can be anywhere in the State.
It is most important that the company's registered office is kept up-to-date, so that the company will receive all correspondence. The original registered office is entered on the form A1 to incorporate the company. The registered office can be changed electronically, via the CORE website, free of charge.
All company books, including register of members, minutes of meetings, register of directors and secretaries, seal and records must be kept at the registered office.
All companies incorporated in Ireland must have a company seal. This is often referred to as the ‘common seal’ and will be a device with two opposing metal plates on which the name of the company will be engraved which, when pressed together on a sheet of paper, will leave the name of the company clearly embossed thereon. Irish law requires that every company must have its name legibly engraved on its seal. Common seal is not to be confused with a rubber stamp with the name of the company. Any contract required by law to be in writing and under seal is made by a company in writing under its common seal.
The redomiciliation of companies to or from Ireland is permitted.
A minimum of 2 directors, one being a resident of a European Economic Area (EEA) member state.
It should be noted that it is a criminal offence not to have at least one EEA-resident director of an Irish-registered company.
However, for a private limited company, it is permitted to have a single director that can also be non-resident of EEA, provided that the company lodged a bond in the amount of EUR 25 000 with validity of 2 years. This bond provides that in the event of a failure by the company to pay potential fines imposed on the company in Ireland.
Alternatively, a company may obtain a certificate under Section 140 of Companies Act 2014 to show that it has a “real and continuous link” with economic activities in Ireland, this also removes the residency requirement. In order to obtain a certificate that it has such a link, the company will have to satisfy the Revenue Commissioners that one or more of the following conditions are satisfied by the company:
Corporate directors are not permitted. Names appear on public record.
Every Irish company is required by law to have a Company Secretary. The Company Secretary is appointed by the Board of Directors. The secretary may be one of the directors of the company. A body corporate may act as secretary to another company.
Companies have a statutory duty to ensure that the Company Secretary is a person who appears to them to have the requisite knowledge and experience to discharge the functions of a Company Secretary. The first secretary of the company must be named in the documents filed with the Companies Registration Office.
All Irish companies must have at least one shareholder at the time of incorporation. The maximum number of shareholders in a private limited company is ninety nine.
Corporate shareholders are allowed. There is no restriction on the nationality or residency of the shareholders.
The names of shareholders do appear on public records.
All companies must every year hold an annual general meeting. Not more than fifteen months should elapse between AGM's. General Meetings can be held inside or outside Ireland.
From 2019, Irish companies and other legal entities registered in the country must create their own internal Beneficiary Registers.
Individuals who are the beneficiaries of the companies must inform the management of the companies themselves.
The Beneficiary Registry contains the following information: Name, date of birth; nationality; address of residence; and a statement of the nature and extent of each beneficiary's ownership and control.
In addition, the Register contains the date the person was added as a beneficiary and the date the person ceased to be a beneficiary.
The information is accessible to:
For a private limited company minimum share capital is EUR 1. Company can issue any number of shares – from 1 share.
For PLC minimum share capital is EUR 25 000 and at least 25% must be paid up before incorporation (EUR 6 250).
Bearer shares and shares with no par value are not allowed.
Many companies choose to register in Ireland for a number of reasons, including the following - 1) Attractive Tax Regime: Ireland has a low corporate tax rate of 12.5%, which makes it an attractive destination for multinational corporations looking to reduce their tax burden, 2) English-speaking workforce: Ireland has a highly skilled and English-speaking workforce, making it an attractive destination for companies looking to set up operations in Europe, 3) Access to the EU Market: Ireland is a member of the European Union, which provides companies with access to a market of over 500 million consumers, 4) Favorable Business Climate: Ireland has a pro-business government and a favorable business climate, which includes a supportive regulatory environment and access to financing, 5) Strong Legal System: Ireland has a strong legal system and a well-developed infrastructure, which helps to attract investment from foreign companies. In summary, Ireland offers a combination of low taxes, access to the EU market, a favorable business climate, and a highly skilled workforce, which makes it an attractive destination for companies looking to set up operations in Europe.
Ireland is not considered a tax haven, but it has a favorable tax regime for companies. The country has a low corporate tax rate of 12.5%, which is one of the lowest in Europe. This, along with a highly skilled workforce and a favorable business environment, has made Ireland an attractive location for foreign companies to establish their European operations. Additionally, Ireland has a comprehensive network of double taxation agreements with other countries, which helps to reduce the tax burden for multinational companies operating in Ireland. However, it's important to note that while Ireland has a low corporate tax rate, it's not a tax-free jurisdiction and companies are still required to comply with local tax laws and regulations.
The cost of incorporating a company in Ireland can vary depending on a number of factors, such as the type of company being formed, the services you require, and the speed at which you want the process to be completed. Some common expenses include fees for registering the company, legal fees, accounting fees, and costs associated with obtaining any necessary licenses or permits. The minimal fee for registering a company is EUR 5 390.
Yes, a foreigner can register a company in Ireland. The process of incorporating a company in Ireland is similar to the process for a resident, and there are no specific restrictions on foreign ownership of companies in Ireland. However, it is important to comply with Irish company law and regulations, including those related to taxation, registration, and compliance with local labor laws. Before incorporating a company in Ireland, it is advisable to seek the advice of a professional, such as a lawyer or accountant, who can provide guidance on the process and the specific requirements that apply to your company.
The process of setting up a new company in Belgium, from applying for registration to receiving a set of documents, is 10 days.
PriceEUR 5 390
including incorporation tax, state registry fee, NOT including Compliance fee
Priceincluding
Stamp Duty and Companies Registration Office incorporation fee
PriceEUR 3 840
including registered address and registered agent, NOT including Compliance fee
PriceEUR 275
DHL or TNT, at cost of a Courier Service
Priceform EUR 1 000
Pricefrom USD 3 850
Paid-up “nominee director” set includes the following documents
Paid-up “nominee shareholder” set includes the following documents
Compliance fee is payable in the cases of: incorporation of a company, renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder), signing of documents
PriceUSD 385
simple company structure with only 1 physical person
PriceUSD 165
additional compliance fee for legal entity in structure under GSL administration (per 1 entity)
PriceUSD 220
additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)
PriceUSD 495
PriceUSD 110
