Ireland Company Formation
Ireland Resident Private Limited Company
Setting up a Company in Ireland: An Overview
Ireland is a renowned jurisdiction for companies to base their operations. This is due to Ireland’s incredibly low corporate tax rate and its geographic proximity to Europe. Despite Ireland tax incentives, which attract foreign investment, it is not perceived as a traditional offshore tax haven, as it is part of the European Union (EU).
Financial accounting, auditing and disclosure of information is required for Irish companies, yet individuals and corporations benefit from having the second lowest corporate tax rates in Europe, access to a number of double-taxation treaties, and numerous benefits from EU trade agreements.
Companies Act Ireland
Irish corporate legislation is regulated by the Companies Acts, enacted into law in 1963 and amended periodically through the last five decades, most recently in 2012.
There are several Irish company formation structures available, the most popular being the Resident Private Limited Company. This company structure has been widely used for private, commercial and various international business trade and holding activities.
Corporate registration documents do not use the term ‘offshore’, as offshore financial markets are currently under tight international scrutiny and can hold a number of negative associations.
In many ways, however, the Ireland Resident Private Limited Company mirrors traditional offshore companies with flexible corporate management structures and many tax benefits.
A traditional Private Limited Company is limited by shares, with the company giving limited liability to its members, limited to the amount of the amount of shares held by them. This form of corporate arrangement is ideal for international trade and investment activities, as it draws legal and financial distinctions between the company and its members.
Key Corporate Features of a Limited Ireland Company
|Ireland Private Limited Company||Corporate Details|
|Type of Entity||Resident Private Limited Company|
|Type of Law||Common Law|
|Governed by||Companies Acts 1963 to 2012|
|Registered Office in Ireland
|Shelf company availability||No|
|Our time to establish a new company||5 – 10 business days|
|Minimum government fees (excludes taxation)||€250|
|Access to Double Taxation Treaties||Yes|
|Share capital or equivalent|
|Standard currency||Euro, €|
|Minimum paid up||€1|
|Bearer shares allowed||No|
|No par value shares allowed||No|
|Managers / Directors|
|Publicly accessible records||Yes|
|Location of meetings||Anywhere, not required
|Corporate directorship allowed||No|
|Members / Shareholders|
|Publicly accessible records||Yes|
|Corporate shareholder allowed||Yes|
|Location of meetings||Anywhere, not required|
|Local or qualified||No|
|Requirements to prepare||Yes|
|Audit requirements||Yes *(small companies are exempted)|
|Requirements to file accounts||Yes|
|Publicly accessible accounts||Yes|
|Recurring Government Costs|
|Minimum Annual Tax / License Fee||None|
|Annual Return Filing Fee||€40|
|Requirement to file annual return||Yes|
|Migration of domicile permitted||No|
Top Uses & Advantages of Setting up a Limited Company in Ireland
- Holding Company
- Investment Vehicle
- International Trading Company
- Highly reputable jurisdiction
- Geographical proximity to the UK and Europe
- Membership of the European Union
- Has a number of trade advantages
- Nominees Services are available
- One of the worlds lowest Corporate Tax Rate at 12.5%
- Employees have the ability of holding shares
- Ability to own property and enter into legal contracts
- Beneficial owners can remain confidential
- No meetings required
- Small companies exempted from audit requirements
- Well establish company formation structures
- Additional tax breaks for business activities in a number of industries
Register a Company in Ireland: Incorporation Requirements
To incorporate an Ireland Resident Private Limited Company, it is required to submit the following:
- Registration fee
- Copy of Passport
- Details and address of beneficial owner
- Company Memorandum (specifying the activities the company will engage)
- Articles of Association (specifying the internal management structure)
- A1 Form
Ireland Tax Rates for Private Limited Companies
Ireland has the second lowest corporation tax rate in the European Union. Trading income is taxed at 12.5% and 25% on non-trading income (investment and rental income). This applies to all income generated from all operations worldwide, which provides many tax-saving opportunities for multi-national companies.
There is no withholding tax on dividends and no capital gains tax on the disposal of shareholdings in subsidiaries.
Members or Directors looking for investors may be benefit from the Business Expansion Scheme (BES) that gives tax savings in investments related to certain industries in manufacturing, service, tourism, research, constructing etc. The government has enabled this scheme to encourage outside investment in specific Irish industries.
Corporate Details of an Ireland Resident Private Limited Company
Anonymity, Confidentiality and Disclosure
An Irish company must disclose all details of its directors, members, financial information and all statements of accounts to the Public Registry or Companies Office all information remains open to the public. Nominee services are available that do allow companies a form of confidentiality. If corporate shareholders are used then the identity and details of the beneficial owners can remain confidential as the shareholder may act in behalf of the beneficial owners.
An Irish Resident Private Limited Company may have ordinary and preference shares, redeemable and registered with or without voting rights, the preferences of which is to be outlined in the Articles of Association.
There are no duty taxes on any authorized capital. There is a 1% capital duty payable on the issue share capital, there is no maximum authorized capital. The minimum issued capital is two shares of par value.
Managers / Directors
There is a minimum requirement that there be two (2) Directors. Corporate Directors are not allowed. The Directors may be of any nationality, but one of the must be a resident of a member state of the European Economic Area (EEA) which include 27 member states. In the absence of having a resident director the company may enter into a surety bond for EUR25,395.
A company secretary is required for a Resident Private Limited Company. A secretary can be a corporate body or an individual and does not need to be locally qualified.
Company meetings are not required for a Irish company
Principal Corporate Legislation
Companies Acts 1963 to 2012
Type of Law
Common Law based on English Common Law
Members / Shareholders
A private limited company has a minimum of one shareholder, normally referred to as members, with a maximum of fifty. Records of all shareholders must be set to the Government Registry. Shareholders may be corporate bodies and does not need to hold company meetings. If meetings are held they can be held anywhere in the world.
A Company cannot sell its shares or raise funds from the public and must engage in some form of business activities within Ireland
There are no exchange controls in Ireland
Powers of the Company
A Company has all the same powers as a natural person. A company has a legal existence that is separate from its members and directors. All person affiliated to the company are protected with a limited liability, that is, their liability is limited to the assets invested within the company and are not liable to any debts incurred by the company.
Language of legislation and Corporate Documents
Registered Office required
A registered office is required for an Irish Limited Company
Financial Statements required
All Irish Companies must submit audited accounts electronically through the Revenue on line services system (ROS). However, those companies are exempt if they have been given audit exemption status, and may submit hard copies. Every company must file returns whether or not the company has traded or not. Audited accounts are to be filed with the company’s annual returns and must be completed by an auditor that is registered with the Companies Registration Office.
A limited liability company protects the personal assets of its directors and its members in such that the debts of the company can not be transferable to the persons involved, in which the rights and of shareholders are defined and protected. A LLC be used for tax advantages for its members and directors, as well as it provides for a convenient international investment vehicle that can be used for a number of people.
The only local presence that is required is that a company have a registered office. No local secretary, director, or auditor is required, though one of the Directors must be a resident of the EEA. A company must also keep a company seal in its local office.
All companies must submit audited accounts to the Companies Registration Office. However, a company can apply for an audit exemption is the turnover of accounts is less than EUR7,400,000.
A small or medium sized company is allowed to submit abridged accounting records and submit an annual return every year with the Registry in Ireland no later than 28 days from the statutory annual return date.
Shelf Companies available
Time required to form offshore company
An Irish Company may not use any name that is similar or identical to an existing name, that is seen as being offensive or undesirable, that implies state patronage with words such as Crown, Imperial or Royal, or use of other words such as Credit Union, Society, and Standard.
Language of Name
A Private Limited Company can use any language that uses the Latin alphabet, though it may be asked by the Register to supply an English translation
Names of Company requiring a special licence or permission
A company must first receive permission or the appropriate licence if the name of the company has the word, bank, insurance, assurance, society, cooperative, university, charity, trust management, etc.
Limited, Ltd or Teoranta must accompany the name of the company
Access to Double Tax Treaties
Ireland has access to and has signed sixty-three (63) double tax treaties that attract many multi-national corporations in Ireland due to its low corporate tax rate.
There is a minimum licence fee of €250.
Ireland Resident Private Limited Company Formations
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