Register a Company in Ireland

The Republic of Ireland has often been in the shadow of its large neighbor – Great Britain. But in terms of doing business, this country is in no way inferior to the English state. Company registration in Ireland is a great opportunity to enjoy the benefits of loyal legislation and the European market.

Strengths of Irish jurisdiction

Business in the country enjoys the following benefits:

• access to the European market;
• minimal competition (compared to neighboring Great Britain);
• loyal legislation;
• freedom of enterprise. Minimum licensing and reporting requirements.

Company registration in Ireland is your opportunity to get all the benefits of the EU market, but at the same time be free from reporting obligations and the need to issue licenses. Together with Lawrange you open your way to high profits in one of the most undervalued regions in the world.

Types of Companies in Ireland

The Ireland company register includes various types of companies, many of which are private limited liability companies. Depending on the type of business, different options for creating companies with limited and unlimited liability are available in the country.

The most common type is the Private Limited Company by Shares (LTD). Below, you will learn about the different types of companies found in the Irish company register, for which Lawrange can provide assistance in the registration process.

Private Limited Company by Shares (LTD)

This is a new format for a private company established under the provisions of the Companies Act 2014. It is the Irish equivalent of a Limited Liability Company or LLC.

This is the most popular form of company registration Ireland. LTDs have a Memorandum of Association, which defines the operating rules and ensures limited liability for members based on the unpaid shares they own. It is not necessary to state the company’s objectives (unlike the requirements for a Designated Activity Company (DAC)), allowing the business to engage in any legal business activity.

Small and medium-sized LTDs must file simplified audited accounts with the Companies Registration Office (CRO), containing a minimum set of data. They can be exempt from an audit if their annual turnover does not exceed €8.8 million. Importantly, the annual return must be filed with the CRO each year, regardless of whether the company has carried out any trading activities.

An Irish LTD can have only one director, but in this case, a separate secretary must be appointed. To set up a company in Ireland, only one shareholder is required (in which case annual general meetings are not necessary), but up to 149 shareholders are allowed. The name of the Irish LTD must end with “Limited.”

Public Limited Company (PLC)

This organizational form is created when a company plans to go public or intends to make a significant business expansion. Unlike an LTD, there are no restrictions on the number of shareholders for such companies. To register a PLC in Ireland, at least two directors are required, and general meetings must be organized. The minimum capital is €25,000. The name must include the suffix “Public Limited Company” or “PLC.”

Company Limited by Guarantee (CLG)

This form is typically created when a separate legal entity with corporate protection is required, for organizations such as charities, trade associations, clubs, sports, and social organizations. It is ideal for non-profit or non-governmental organizations, for managing property (such as servicing and maintaining housing cooperatives).

The name must end with “Company Limited by Guarantee” or “CLG.” However, it is possible to apply for the removal of this suffix if the company aims to support commercial activities, the arts, science, education, religion, charity, or other specified purposes.

CLGs do not have shareholders or share capital. Instead, they must appoint members who guarantee a contribution of €1 in the event of the company’s liquidation, according to its articles of association.

Company Limited By Guarantee (CLG) €395 – Standard

The fee for creating such companies is €395. They must have a minimum of two directors and one member (who is equivalent to a shareholder).

Company Limited By Guarantee (CLG) €495 – With MUD Act Provisions

CLGs involved in managing multi-unit residential complexes must comply with the provisions of the “Multi-unit Development” (MUD) Act. This law applies to lands where buildings with five or more units for residential use are located.

In such companies, special provisions are included in the Articles of Association to meet the requirements of the MUD Act. One person from each unit of property can be a member, each of whom has one vote.

Companies that wish to obtain charitable status must be non-commercial and have no beneficial owners, with corresponding provisions in their Articles of Association for filing an application with the CRO. They are also required to submit audited financial statements annually. For this type of company, at least three unrelated directors and three members are mandatory.

Unlimited Liability Company (ULC)

The participants of ULCs bear full liability for the company’s obligations. There are three main types of unlimited companies in the country:

• ULC – A private unlimited company with share capital;
• PULC – A public unlimited company without share capital;
• PUC – A public unlimited company with share capital.

Their main characteristics:

• Founding documents: Memorandum and Articles of Association;
• Unlimited liability of the members for the company’s debts;
• Minimum number of directors: two, each must be at least 18 years old;
• The number of members in an ULC can be unlimited. If there are two or more participants, general meetings are mandatory;
• The name must end with the words “Unlimited Company.”

Thus, the choice of the type of unlimited company in Ireland depends on the specifics of its activity and financial obligations to the state and members.

Financial Reporting Requirements

ULCs are not subject to strict reporting requirements but must include an auditor’s report in the annual report unless exempt from an audit.

PUCs and PULCs must include the following in their annual report:

• Balance sheet;
• Profit and loss statement;
• Directors report;
• Auditor’s report.

The financial statements must also include a general statement confirming that the reports are a true copy of the documents presented at the general meeting of the members, signed by the director and the secretary of the company.

Other Companies

Other types of companies in Ireland include:

1. Designated Activity Company (DAC) – A type of limited liability company designed for those who wish to clearly define a specific type of activity in their Articles (which must also include the Memorandum) rather than having unlimited powers. Features include:

• at least two directors must be appointed;
• general meetings are important, except when there is only one shareholder or member;
• arequest for exemption from the audit can be made;
• the name must use the designation “Designated Activity Company” instead of the traditional limiting word at the end of the company name;
• a registered share capital is required.

2. Owners Management Company (OMC) – A company managing common areas in a multi-unit building and performing tasks such as:

• holding shares in each individual unit as a legal owner and in common areas on behalf of the apartment owners;
• managing and maintaining the common areas of the building. Features include:
• anyone who buys an apartment in the building has the right to be a member of the company, with one vote for resolving common issues at the general meetings;
• financial documents and annual reports, including data on expenses, income, insurance policies, and maintenance plans, must be submitted;
• directors, typically elected for three years with re-election rights among OMC members, are responsible for managing the shared services.

3. Societas Europaea Company (SE) – A European public limited liability company established under the EU Regulation (Council 2157/2001) and Legislative Act 21 of 2007. The formation of an SE can include commercial forms such as:

• the merger of two or more public limited liability companies (including Societas Europaea);
• a holding SE – the consolidation of two or more private or public limited liability companies (including SE);
• a subsidiary SE – the merger of two or more companies, firms, or other legal entities (including SE);
• the transformation of an existing limited liability company into an SE.

Thus, these features should be considered when choosing the form of ownership for doing business in Ireland.

Key Requirements for Ireland Company Formation

The company formation procedure is governed by the Companies Act 2014 and requires compliance with its provisions. To register a business, it is necessary to appoint directors (for limited liability companies, at least one director-resident must be an EEA resident), allocate share capital, and fulfill the role of the company secretary.

The process must adhere to corporate requirements, including tax registrations and obligations. Additionally, legal and professional services from Lawrange can be utilized, along with specialized assistance for company registration, to simplify the process of registering a business in Ireland. Let’s go over each point in more detail.

Selecting an Appropriate Company Name

A company must choose a unique name that does not resemble already existing legal entities.

The CRO offers:

• A name checking service to ensure that the name is distinctive and acceptable.
• Guidelines regarding restrictions: some words are prohibited or require special permission.

The chosen name will become the official representation of the company, and changing it after registration will be difficult.

Deciding on a Business Structure

When establishing a company in Ireland, entrepreneurs have the option to choose from several organizational forms, including Private Company Limited by Shares (LTD) or Designated Activity Company (DAC). Each of these structures is designed to meet various business needs and provides different levels of liability protection for owners.

Establishing a Registered Office Address

To register a company in Ireland, a registered address is required. It serves as the official contact point and must meet the following requirements:

• a physical address: the use of PO boxes is prohibited;
• public information: it must be listed in the CRO database.

Some companies may have a separate address for conducting business activities, which does not coincide with the registered office address.

Appointing Company Directors

When creating a company in Ireland, at least one of the directors must be an EEA resident. If all directors are based outside the EEA, the company must appoint a nominee director.

Their duties include:

• Oversight of management.
• Ensuring compliance with legal requirements.
• Maintaining accurate and up-to-date company records.

Directors are established in accordance with specific legal norms and form the basis for effective governance.

Role and Responsibilities of the Company Secretary

The secretary has separate responsibilities from the directors. They ensure that the company complies with all legal requirements regarding document submission.

The main duties of the secretary include:

• Ensuring document submission.
• Organizing and recording meetings.
• Updating the statutory books.

If the company does not wish to appoint an in-house secretary, it can use the services of a nominee secretary, which provides professional support and ensures compliance with legal obligations without the need for a permanent in-house position.

Authorized and Issued Share Capital

When forming a company in Ireland, the share capital, formed through shares, is fundamental. It determines each shareholder’s ownership stake and degree of responsibility. The company’s founding documents outline the share capital structure, dividing it into authorized and issued shares, which forms the financial foundation and ownership structure of the company.

Issuance of Shares

When establishing a limited company in Ireland, shares are issued to its shareholders. The process includes:

• Determining the number of authorized shares.
• Assigning their nominal value.
• Distributing among shareholders.

Authorized shares refer to the maximum number of shares the company can issue according to its Articles of Association, while issued shares are those already allocated to shareholders and form part of the company’s share capital.

Identifying and Registering Shareholders

What is the share distribution structure of your company? Designate shareholders when registering your limited liability company. Shareholders can be not only directors but also individuals or other legal entities, both in Ireland and abroad. They are the company owners. Shareholders may enter into agreements that regulate the company’s activities, rights, and obligations. Typically, these agreements include provisions such as:

• Pre-emption rights: terms under which shares can be sold or transferred.
• Drag-along and tag-along rights: protection mechanisms for minority and majority shareholders.
• Dispute resolution procedures.

It is important to note that shareholder agreements are not mandatory when registering a company in Ireland.

Ireland Company Registration Process

To register a company in Ireland, a specific set of documents must be submitted to the Companies Registration Office (CRO). It is crucial that all documents are correctly filled out and submitted on time, as inaccuracies can cause delays in the registration process.

Gather Required Documentation

The typical package includes:

• Founding documents: The company’s Articles of Association and Memorandum.
• Management details: Names and addresses of directors and secretary.
• Shareholder information: Details about shares, their types, Personal Public Service Number (PPSN), or the Beneficial Ownership form (BEN2) for non-residents.
• Company type: Indication of the chosen organizational structure, such as LTD or DAC.

All submitted documents must be error-free.

Submit Documents to the Companies Registration Office (CRO)

Submitting documents to the CRO in Ireland is a crucial step in the company registration process. In addition to the documents mentioned above, it is necessary to submit:

• Tax documents: You must provide the company’s tax address and other details for tax registration.
• Other special requirements: If the company has specific requirements due to its structure or certain rights, these must also be reflected in the documents.

Once submitted, the CRO will review the documents and register the company, granting it legal status and entering it into the company register Ireland.

Register for Tax Purposes

After establishing a business in Ireland and obtaining legal status, the company must register for tax purposes with the Irish tax authority, Revenue. The most efficient way to do this is through the online eRegistration system, which is quick and cost-effective.

Company registration Ireland for income tax purposes is especially important for limited liability organizational structures.

The following information must be provided:

1. Company name and address: a valid address in Ireland must be provided.
2. Details of directors and secretary: names and personal details of the officers.
3. Business activities: a description of the nature and scope of the business.
4. Tax registration number: this is issued during the registration process.

Afterward, it is crucial to adhere to strict reporting deadlines to ensure compliance with the requirements. Companies are responsible for managing tax payments and filing accurate returns. Late submission of reports may result in penalties.

Key compliance responsibilities include:

• Annual tax returns: Submission within the specified deadline each year.
• Annual B1 report: The first report must be submitted within six months of registration.

Companies must continuously monitor their tax obligations and ensure that all information provided to Revenue is up to date. It is important that successors submit reports for the previous company under its tax number within the established deadlines.

Open a Corporate Bank Account

To begin financial operations, a corporate bank account must be opened. It is crucial for managing transactions, receiving payments, and paying employee wages.

Typically, the following documents are required to open an account:

• Company registration documents: proof of the business registration in Ireland.
• Identification of directors: a copy of a passport or other ID, as well as proof of address.
• Business plan: a description of the planned financial activities.
• Bank selection: Iit is important to choose a bank that offers services suitable for the company’s operational needs.

Now, you are ready to start your business operations.

How Much Does It Cost to Establish a Company in Ireland?

The costs associated with establishing a company in Ireland typically cover registration fees, professional consultant or agent fees, and additional expenses such as assistance with opening a bank account. Various service packages are available, which may include expedited registration and post-registration support.

Government Fees

The registration fee at the CRO ranges from €50 to €100, depending on the submission method (online or paper form).

The cost of the company establishment in Ireland from the Lawrange team is 2350 euros. The price includes the following services:

• purchase of a ready-made business or registration of a new enterprise;
• lease of a legal address;
• agency service;
• preparation of the necessary documentation;
• appointment of a nominee director and shareholder (upon request).

As additional services you can order:

• drawing up a Good Standing Certificate with an apostille – 300 euros;
• drawing up a  Certificate of Incumbency with an apostille – 300 euros;
• drawing up a Certificate of Good Standing without an apostille – 200 euros;
• drawing up a Certificate of Incumbency without an apostille – 200 euros;
• hiring a courier – 90 euros;
• preparation of an additional power of attorney – 400 euros;
• signing of documentation – from 65 to 150 euros.

As a result of company registration in Ireland from Lawrange, you receive a Certificate of Incorporation, Articles of Association, Minutes of Establishment, Declaration of Trust, Share Certificate and seal. In other words, all the necessary documentation for the enterprise.

The term of the registration procedure is up to 10 working days. When purchasing a ready-made enterprise, the period is reduced to 4 working days.

The cost of establishing a company in Ireland depends on its structure, the required services, and the involvement of professional consultants.

Features of registering a company in Ireland

In Irish jurisdiction, the legal form of LP is extremely popular – a partnership with limited liability. There are no requirements for authorized capital or licensing for this type of business. The only caveat is the presence of two partners, one of which is a resident of the European Economic Area (nominal director).

Information about LP beneficiaries is public – it is stored in a special register, which anyone can see. At the same time, meetings of shareholders and management can be held from anywhere in the world.

The reporting requirements deserve special attention. For individual business owners, there is no need to draw up reporting documentation. This obligation exists only in relation to legal entities.

What taxes do businesses pay in Ireland?

In Ireland, businesses pay various taxes depending on their activities, organizational structure, and scale.

The main taxes include:

1. Corporate Tax

• 12.5%: Applied to trading income earned in Ireland.
• 25%: Applied to non-trading income such as rental income, investment income, or profits from certain foreign operations.

2. Value-Added Tax (VAT)

• Standard rate: 23%.
• Reduced rates: 13.5%, 9%, and 0% – depending on the type of goods or services.

Mandatory company registration in Ireland for businesses with annual turnover exceeding €37,500 for services or €75,000 for goods.

3. Pay As You Earn (PAYE)

Employers withhold income tax, Universal Social Charge (USC), and Pay-Related Social Insurance (PRSI) from employee wages.

Additionally, employers contribute to PRSI based on employee earnings.

4. Capital Gains Tax (CGT)

• Rate: 33% on profits from the sale of assets.
• A reduced rate of 10% may apply to entrepreneurs under certain conditions.

5. Stamp Duty

Imposed on certain transactions, such as property transfers (7.5% for commercial property) and share purchases (1%).

6. Local Property Tax (LPT)

Payable on residential properties owned by the company.

7. Excise Duty

Imposed on certain goods, including alcohol, tobacco, and fuel.

8. Customs Duties

Payable when importing goods from outside the European Union.

9. Environmental Taxes

Includes a Carbon Tax on fuel and other initiatives aimed at reducing environmental impact.

Businesses must submit their tax filings on time and make payments to avoid penalties. To ensure compliance with tax requirements, it is advisable to consult with professional advisors like Lawrange.

Thus, the tax burden in the jurisdiction is average for Europe. However, it is worth noting that the state provides a large number of benefits for foreign businesses (often Ireland is even included in the list of offshore zones, but in fact it is an official onshore zone). The country’s tax incentive system is one of the most advanced in the world, so company formation in Ireland is often more profitable than other options.

Why You Should Contact Lawrange

Our expertise is based on practical experience in company registration and a deep understanding of international law. Lawrange is a team of professionals offering comprehensive legal solutions tailored to meet the individual needs of clients, particularly in the field of international business.

Why choose us?

• Professionalism in complex matters: We provide support in company formation, regulatory compliance, and simplify complex processes, making them clear and accessible.
• Personalized solutions: Each client receives support tailored to their business goals and the specific characteristics of their chosen industry.

Contact Lawrange today to start your business in Ireland with the help of our trusted experts.

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