Ireland Company Incorporation Guide

Introduction

Ireland has become a popular destination for international companies looking to expand their business operations. If you are planning to establish a local company as part of your global expansion journey, it’s important to understand the process of setting up a company in Ireland. This Ireland company incorporation guide serves as an introduction to the common considerations and steps involved.

Company Types

Foreign companies setting up a legal entity in Ireland often choose between a branch office, subsidiary or joint venture office. The most common option is a private limited company.

Private Limited: A Private Limited Company in Ireland is a privately held small business entity and considered as an independent legal entity on incorporation. It has a minimum of one and a maximum of fifty shareholders. Unlike Public Limited Companies, Private Limited Companies cannot publicly trade its shares. It can have a minimum of one and a maximum of fifteen directors.

Branch Office: Foreign companies engaged in manufacturing and trading activities abroad can set up Branch Offices in Ireland. Branch Offices are not allowed to carry out manufacturing activities on their own but can subcontract those to an Irish manufacturer. Before commencing operations, the branch office requires an approval from the Central Bank of Ireland. Commercial activities of any nature are not allowed for a Branch Office.

A Joint Venture (JV): A new business entity created through a partnership between foreign and Irish investors, in which the partners jointly share the profits, losses, management responsibilities, and operation expenses. The advantages of joint ventures are that the foreign company can utilize the well-established contact network, distribution, marketing channels, and the available financial resources of the Irish partner. A JV also offers the investors to jointly manage the risks involved with the new business and limit their individual exposure by sharing the liabilities.

Incorporation Requirements

Paid up capital: Ireland does not require a minimum paid-up capital for setting up a private limited company.

Foreign Percentage Ownership: Foreign companies can also set up wholly owned subsidiary in sectors where 100% foreign direct investment is permitted under the FDI policy. Once a company has been duly registered and incorporated as an Irish company, it is subject to Irish laws and regulations as applicable to other domestic Irish companies.

Local Director: It is not mandatory to appoint a local director in Ireland, but it is recommended to have at least one director who is a resident of the European Union.

Corporate Secretary: Must appoint a Company Secretary, where the paid-up capital of the company exceeds the prescribed limit (€2 million). Till such threshold can appoint a third-party service provider to manage corporate compliance.

Office: Local office or a virtual office capable of accepting letters/post is mandatory before incorporation. The local office address acts as the Registered office of the entity in the Incorporation documents

Complete Legal Paperwork

In order to register a company, a legal firm, corporate secretary, or corporate service provider will assist with the preparation of company incorporation paperwork. This will include articles of incorporation, constitution, first AGM meeting, share certificate, member consent forms, consent to act as director and other legal documents to support the incorporation. The provider will then continue to manage any new company resolutions that are required over the course of the company lifecycle.

Company Incorporation

Once the legal paperwork has been executed, the service provider will provide a copy of the official certificate of incorporation issued by the Companies Registration Office (CRO). The CRO maintains a website portal to manage the company account information.

File Mandatory Registrations

Once the company paperwork has been completed and the company registered, a CRO number will be provided. With this number, they can begin the process of registering with the required Irish agencies. In Ireland, these include:

VAT Number: Value Added Tax Number

PAYE Number: Pay As You Earn Number

Industry-specific license

Setup Bank Account

The final step is to decide the bank to work with. Ireland has a developed banking infrastructure that startups and hyper growth companies alike benefit from. The process of establishing a bank account can be an unexpectedly long process that many companies do not sufficiently plan for. This can include extensive application documents, notarized director documents, KYC documentation and in person signatures. Common local banks in Ireland include Bank of Ireland, KBC, Ulster, Danske, and Allied Irish.

This article does not constitute legal advice.