Ireland Company Formation PLC Setup
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Ireland Resident Private Limited Company Registration
Ireland is a renowned jurisdiction for company registration and many corporations around the world have made Ireland a subsidy or a base for operations. This is due to Ireland’s incredibly low corporate tax rate and its geographic proximity to Europe. Despite Ireland's tax incentives, it is not perceived as a traditional offshore company formation destination, 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 2014 and effective as of June 2015. The act consolidates all existing statutes into a single statute as well as effectively implementing new reforms and procedures and will be the largest piece of legislation in the history of Ireland.
Ireland Company Registry is the authority that incorporates and grants the usage of a company name and of filing of annual returns.
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.
For more information on the Advantages of Ireland as an Offshore Financial Center, click here.
Table of Contents:
- Ireland Resident Private Limited Company Registration
- Companies Act Ireland
- Advantages Of Setting Up A Company Registration In Ireland
- Corporate Features
- Incorporation Product Package
- Company Requirements
- Ireland Tax Rates For Private Limited Companies
- How To Set Up A Company In Ireland
- Company Registration Process
- Corporate Bank Account For An Irish Company
- Corporate Details Of An Ireland Company
- Ireland Formation FAQ
- Highly reputable jurisdiction
- Geographical proximity to the UK and Europe
- Membership of the European Union
- Has a number of trade advantages
- Nominee Services are available
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- One of the world's 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
Key Corporate Features
|Ireland Private Limited Company||Corporate Details|
|Type of Entity||Resident Private Limited Company|
|Type of Law||Common Law|
|Governed by||Companies Acts 2014|
|Registered Office in Ireland ||Yes|
|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||Yes|
|Requirements to prepare||Yes|
|Audit requirements||Yes *(small companies are exempt)|
|Requirements to file accounts||Yes|
|Publicly accessible accounts||Yes|
|Recurring Government Costs|
|Minimum Annual Tax||None|
|Annual Return Filing Fee||€40|
|Requirement to file annual return||Yes|
|Migration of domicile permitted||No|
Incorporation Product Package
- Government Registration Fee (First year)
- Registered Office Address (First year)
- Registered Agent Services (First year)
- Company Secretarial Maintenance
- Certificate of Incorporation
- Memo & Articles of Association
- Appointment of 1st Directors
- Consent Actions of the BOD
- Share Certificates
- Register of Directors
- Register of Officers
- Register of Shareholders
- FREE Phone and/or email consultations
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
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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 multinational 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 benefit from the Business Expansion Scheme (BES) that gives tax savings in investments related to certain industries in manufacturing, service, tourism, research, construction etc. The government has enabled this scheme to encourage outside investment in specific Irish industries.
How to set up a Company
In order to see up an Irish company a few documents will be needed:
- Register and secure name of the proposed company
- Memorandum and Articles of Association
- Certificate of Incorporation
- Appointment of a company director(s)
- Registry of members and directors
- Share Certificate(s)
We can help to prepare and file all documents that you might need.
Company Registration Process
In order to register a company, this is what the process will look like:
- Step 1 Offshore Protection works with you to secure a company name with the Company Registry
- Step 2 Offshore Protection works with you to get a Memorandum of Association (MOA)
- Step 3 Offshore Protection helps you to prepare and file incorporation documents
- Step 4 Offshore Protection helps to prepare KYC and AML documents needed to open a corporate bank account
- Step 5 Offshore Protection delivers the certificate of incorporation
Corporate Bank Account
You can open a corporate bank account in most countries around the world with an Ireland company. We have banking connections in dozens of countries, though the ones we recommend will be dependent on your situation as some banks require in-person visits, higher capital, more due diligence, and references, while others have minimal requirements.
We suggest getting in touch for a consultation as there are many variables that go into finding the best place to open a bank account for your 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 an Irish company
Principal Corporate Legislation
Companies Act 2014
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 persons affiliated to the company are protected with 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.
Access to Double Tax Treaties
Ireland has access to and has signed sixty-three (63) double tax treaties that attract many multinational corporations in Ireland due to its low corporate tax rate.
Annual Filing Fee
There is a minimum fee of €40.
Why do businesses register a company in Ireland?
Businesses register a company in Ireland because international corporate structures provide asset protection and tax reduction possibilities that are found only in non-resident legal structures. Ireland offers both a safe and stable jurisdiction with a favorable tax regime for nonresident companies giving companies a business-friendly corporate environment.
The government and regulatory bodies seek to attract regional and international businesses by providing business-friendly policies to attract investors and entrepreneurs into the country.
How much does it cost to start a company?
Irish company registration costs vary, which is why we do not include them on our website. Prices depend on the legal and corporate services required, as well as secretary, auditing and signatory services which are often needed (though not always) if you are incorporating a non-resident company.
Registration and incorporation fees for 1st-year companies vary anywhere from 1000-5000USD with 2nd-year fees ranging anywhere from 500-2000USD. However, even these figures are not always the case, as all of this depends on the services required, so beware of any service provider that states their fees exactly, as you will be disappointed in seeing that number change. Get in touch for a price quote.
Can I open a business bank account for my company?
Opening a business bank account is definitely possible and is one of the main reasons why businesses open a foreign corporation in the first place. However, it often can be the most challenging part of any offshore incorporation process because of the requirements and documents needed in order to satisfy Anti Money Laundering (AML) and Know Your Customer (KYC) laws.
That being said, some jurisdictions are harder than others and we will assist you through the entire process.
Can Offshore Protection create a company for me?
Yes, we can! Offshore Protection has been establishing companies around the world for nearly three decades. We have engaged in client legal and corporate services, including opening companies, offshore trusts, getting financial licenses, and accounts in dozens of countries around the world. Get in touch to find out more.
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