Register company in Iceland

Register Company in Iceland

• The process to register company in Iceland is now hassle-free with Tetra Consultants’ assistance. 

• Iceland is renowned largely due to its favorable business climate, which includes low corporation tax, the availability of land and renewable energy at competitive costs, and efficiency within the European legal framework. As such, the process to register a company in Iceland has attracted many investors it is hassle-free if you are equipped with the proper knowledge to navigate the system. With Tetra Consultants at the wheel, you will be able to dedicate your time and resources to other more important business channels.

• With our lean-and-mean mentality, you can rely on our team of experts to provide you with a seamless experience throughout the whole process of Iceland business formation. Our ultimate goal is for your company in Iceland to be operationally ready within the stipulated time frame.

Our service package includes everything you will require to do business in Iceland:

• Company registration with the Icelandic Companies Registry
• Provision of nominee director services
• Local company secretary and registered address
• Opening a local or international corporate bank account
• Annual filing and tax services

How long does it take to register company in Iceland?

• Our team of global experts at Tetra Consultants will complete the registration process in 3 weeks. After receiving the required due diligence documents of the directors and shareholders, Tetra Consultants will search for the availability of your preferred company name.

• Throughout the whole company registration process, you will not be required to travel to Iceland where you intend to start your business. However, if the chosen bank, for corporate bank account opening, requires that you have a meeting with them in person, we will try to negotiate in order for you to have a virtual meeting with them instead. Rest assured, throughout this process, we will have a representative with you at all times.

• After Tetra Consultants has registered your company, you can expect to receive the documents of your new company including the certificate of incorporation, memorandum and articles of association as well as the register of directors and shareholders.

• Within 4 weeks of company registration, Tetra Consultants will open a corporate bank account at either a local or internationally reputable bank. Consequently, you can expect to start operations and issue invoices with your Iceland company within 7 weeks upon engaging Tetra Consultants.

What are the benefits of registering a company in Iceland?

Strategic location: 

• Iceland is situated in the middle between Europe and North America. Iceland’s main international airport is Keflavik Airport near Reykjavik. There are over 140 daily departures from Iceland during the summer and over 80 daily departures during the winter to destinations all over the world.

Favourable business environment and opportunities:

• The attractiveness of Iceland’s business environment is largely due to its favorable business climate, which includes low corporate tax, the availability of land and renewable energy at competitive costs, and efficiency within the European legal framework.

• Further, the development of focused creativity and development of favorable business conditions, such as entrepreneurship, relevant resources, and an understanding of supply and demand as formed by the government, cause business actors to consider and act on innovative solutions to improve productivity, long-term outcomes, and job creation in both traditional and innovative sectors.

Growing innovation:

• Iceland’s startup and innovation ecosystems are thriving, with the IT and biotech industries, notably medicines and wellness, gaming, and aquaculture, expanding rapidly. Iceland’s IT sector covers all aspects of the digital economy. 

Low corporate tax in EU: 

• The Icelandic government levies a 20% corporate income tax. Iceland’s business tax rate averaged 23.36 percent from 1993 to 2017, making it one of the lowest in Europe (and among the OECD member countries)

1st out of 162 countries in the Global Peace Index:

• Iceland was the most peaceful country in the world for the fourth year running in 2015. The index looks at things like violent conflict, violent crime rates, freedom of the press, willingness to participate in wars, and political corruption. 

Can a foreigner register company in Iceland?

• Anyone–from local to foreign investors – can register a company in Iceland. However, they must meet the minimum requirements. That being said, the conventional baseline requirements one needs are a resident director, a shareholder of any nationality, and a registered address for your business. 

• Engage with Tetra Consultants so that we may be able to provide you with specific and comprehensive information on the registration process for certain states. We will fully understand your business before recommending the most optimum business entity.

Types of business entities available to register company in Iceland

Before you proceed to register a company in Iceland, it is essential to understand the different types available. At the start of the engagement, Tetra Consultants will fully understand your business before recommending the most optimum Iceland business entity. 

The business structure you choose influences everything from day-to-day operations to taxes, to how much of your personal assets are at risk. You should choose a business structure that gives you the right balance of legal protections and benefits. Your business structure affects how much you pay in taxes, your ability to raise money, the paperwork you need to file, and your personal liability.

Sole Proprietorship or Individual Company 

A self-employed business is operated by an individual. Requirements are rather simple and the independence of the owner is an advantage of this type of business. The owner’s liability is direct and unlimited, meaning that this form of company does not suit large businesses with high degrees of risk. 

Limited Liability Company (Private Limited Company – Einkahlutafélög (ehf.)

• A private liability company is one of the most common business entities for foreign investors who are planning to register a company in Iceland. Under the limited liability entity, directors will not be personally liable for any debts or obligations incurred by the business. They will only be liable up to a specified amount of liability insurance declared. These companies provide different classes of members that come with specific rights, powers, and duties.

• The requirements for incorporating a private limited company include having at least one or more members and managers. The residency requirements in Iceland to set up an LLC are strict hence there is a requirement of having at least one shareholder and one director or the majority of the board, as well as the managing director, need to be domiciled or resident in Iceland or within the EU as part of the EEA agreement or within an OECD country. Further, when setting up an LLC, every corporation must maintain a registered office and a registered agent.

• Incorporating a limited liability company in Iceland comes with many inherent benefits like low startup costs, minimal requirements to set up, and enhanced privacy protection.

• You may consider this an easy and inexpensive option to structure your small business. By opting for a limited liability company structure, you can protect your personal assets while escaping the cost and complexity that corporations may bring. While the structural differences between a limited liability company and a corporation may be minimal, you should still look out for several factors. Profits and losses of a limited liability company are passed through to individual owners and are taxed independently of the corporation. This scheme is distinctive from the way a corporation is taxed.

• Accordingly, a Private Limited Company can have one or more shareholders and when established with the required minimum requirement of share capital, including the registration fee, is paid to RSK (Directorate of Internal Revenue/Register of Enterprises division).

• The share capital requirement for a Private Limited Company is ISK 500,000.

• A private limited company can be registered with at least one shareholder. Upon establishment of a private limited company with a single shareholder, a memorandum of association must be submitted to RSK along with a VAT ID/Payroll form, Company Charter (stofnskrá), board resolutions (samþykktir) as well as a notification of the establishment of a PLC. 

• In case a private limited company has two or more shareholders, it is necessary to establish a board of directors for the company. The process is basically the same, there is a slight difference in the documentation that needs to be submitted in relation to board approval and signatures.

Public Limited Company Hlutafélög (hf.)

• The Public Limited Company form is used by larger businesses that seek capital from a number of investors. The laws and regulations surrounding Public Limited Companies are similar to those of Private Limited Companies but more strict in some respects.

• The procedure for establishing a Public Limited Company in Iceland is very much the same as establishing a Private Limited Company. There are however some important differences.

• The share capital requirement for a Public Limited Company is 4 million ISK.

• A Public Limited Company is required to have two or more shareholders with a Board of Directors that consists of no less than three directors. At least one shareholder and one director of a Public Limited Company or the majority of the board as well as the managing director needs to be domiciled or resident in Iceland or within the EU as part of the EEA agreement or within an OECD country. The Ministry of Culture and Business Affairs can grant an exemption as to the residency stipulations.

Partnerships – Sameignarfélög (sf.)

• To start a Partnership Company, the founders need to be two or more partners, whether individuals or other legal entities. The responsibility of all partners is direct and unlimited. Direct liability refers to the position of creditors in such a way that they can therefore go directly to the personal property of the owners. Undivided ownership of the owners actually means that every owner of the company guarantees all its debts and where there is an unlimited guarantee it means that the owners do so with all their assets. 

• The main advantages of these forms of association are that initial costs are not high and the legal environment is fairly simple, the company is easy to liquidate, there are sufficient resources to withdraw funds and taxation is somewhat favorable if profits are generated. Requires the owner’s responsibility, but it is very comprehensive as it covers the obligations that the co-owners make in the name of the company. 

Fellowships 

• This company form is a combination of a Partnership and a Private Limited Company, demanding that at least one owner has unlimited liability. Commitments of other owners can be limited. The Fellowship form has been rather popular due to legislative changes in dividend taxation and the distribution of company funds. 

Private Foundations 

• These foundations are not owned by participants. They are established with certain commitments and are used to serve a special purpose. This type of foundation is common when non-profit organizations or charities are established. 

Branch 

• A type of commercial presence of foreign companies in Iceland that is subject to the same conditions as local companies. A branch can conduct the same types of activities as its foreign company. The registration and manager-resident are required in this case.

Representative office 

• A type of non-commercial presence in Iceland for promotional activities mostly.

How to register a company in Iceland?

In order to register your business in Iceland, you must follow these steps: 

Step 1: Choosing an optimum business structure

• There are multiple forms of business structures available in Iceland that you can choose from. These include the following: 

• Sole Trader Partnership 
• Private Limited Company 
• Public Limited Company 
• Branch Office 
• Representative Office 

• After understanding your business activities, requirements, and long-term business goal, Tetra Consultants will recommend a suitable legal entity for your business. 

Step 2: Meeting the registration requirements

• Depending on your business structure, you will need to meet certain pre-registration requirements. Some of them include the following: 
  • One local resident director and shareholder
  • Registered local office address   
  • You will also need to prepare certain documents including the following: 

• Article of Incorporation 
• Business Plan 
• Company Constitution 
• Personal information of directors and shareholders Others 

• Tetra Consultants will inform you about the various pre-registration requirements that you will need to meet and assist you in meeting the same. Tetra Consultants team can assist with the provision of nominee director and nominee shareholder services. 

Step 3: Reservation of company name

• To further proceed with the registration process, you need to reserve a company name with the Register of Enterprises operated by the Iceland Directorate of Revenue. 

• Tetra Consultants team will require you to provide two proposed company names. Our team will perform the preliminary check for the availability of the same. Once the availability is confirmed, our team will reserve the company name with the Iceland authorities. 

Step 4: Preparation and submission of relevant documents to register company in Iceland

• Once your company name has been reserved, Tetra Consultants will proceed to prepare the relevant corporate documents such as the appropriate forms and the articles of incorporation required to register company in Iceland.

• After the relevant documents have been prepared, Tetra Consultants will register your company with the Icelandic Companies Registry. 

• Upon successful registration of your company, the Tetra Consultants team will send the Certificate of incorporation and a certified copy of the company’s Articles of Organization.

Step 5: Corporate bank account opening

• Simultaneously with the registration of your company, you need to proceed with opening a corporate bank account in order to deposit the minimum capital.

• Tetra Consultants will assist in consolidating the documents and provision of corporate bank account opening services with a reputable bank of your choice.

• For many banks in Iceland, traveling to Iceland to open a bank account in person is often preferred by local banks. However, not all local banks have such a requirement. If travel is required, we will have a representative accompany you to the bank meeting. Alternatively, our team will negotiate with the banks to conduct a conference call instead or request a waiver.

• Once the bank account has been successfully opened, Tetra Consultants will courier the internet banking token and access codes to your preferred address.

Step 6: Application for business license

• For specific businesses like manufacturing, you are required to obtain a business license as long as they conduct such business activities in Iceland or are incorporated in Iceland. Tetra Consultants will completely assist your company in applying for a business license in order to maintain the good legal standing of your business.

Step 7: Tax registration

• When establishing a business entity in Iceland you are required to apply for a VAT ID number at Iceland Revenue and Customs (Directorate of Internal Revenue). Tetra Consultants’ team of chartered accountants will take care of the tax registration of your entity in the country. 

• Once your company has been registered for tax, Tetra Consultants will continue to assist your company in meeting its annual accounting and tax obligations.

• Tetra Consultants will continue to ensure that your business remains compliant with government policies. We will assist you in preparing your tax returns, financial statements, and more on a timely basis. 

What are the documents required to register company in Iceland?

The following documents are required to register company in Iceland including but not limited to:

• Name of the Company
• The company’s registered address details 
• Articles of Association and other corporate documents
• Details and identification documents of all the prospective managing directors, supervisory directors, and any existing proxy holders
• A description of the company (purpose)
• Board Minutes of the Company taking the decision for incorporating a company in Iceland
• Board Resolution for corporate bank account opening. 

Accounting and tax obligations for companies in Iceland

• Accounting and tax considerations are important factors when incorporating your business. By outsourcing your accounting and tax obligations to Tetra Consultants, you can be confident that you will be in the best hands. Our team will ensure that your firm’s financial statements, corporate tax returns, and audits are timely completed without the need for you to travel.

• Additionally, outsourcing your accounting and tax needs to Tetra Consultants will allow you to reduce overhead costs while being ensured of timely reporting and filings. Before the start of the engagement, our accounting team will also keep you updated on all the mandated deadlines and expectations. Thereafter, we will prepare all necessary filings in advance to ensure that the stipulated deadlines are met. 

Annual reporting and tax requirements

• The corporate income tax returns are to be filed on May 31 of each year, notwithstanding that the company opts for an individual tax year.

• Iceland employs controlled foreign companies and transfer pricing rules with country reporting requirements. Your company must adhere to these rules. Our global team of experts can brief and assist you with this matter. 

• Iceland allows corporations to carry forward net operating losses for up to 10 years. However, a  carry-back of losses is not permitted

• Tax incentives are available for Research and Development companies.

Corporate Tax

• Companies in Iceland are required to pay 20% income tax on annual profits. A non-resident company is taxed only on Iceland-derived income. A resident company is taxed on worldwide income. However, an Iceland company may apply to be exempt from corporate income tax if Iceland has signed a Double Tax Agreement with the business owner’s country of residence.

• A company with net operating losses may carry them forward for up to 10 years

VAT

• In Iceland, the VAT on goods is 24%  and must be filed bi-monthly. This excludes export goods, which are 100% VAT-exempt

Withholding Tax 

• Withholding taxes are levied at a flat 20% on dividends, interests, and royalties. 

Other Tax Considerations

• Capital gains from non-business property and disposition of shares are taxed as an investment income, with a progressive rate of 22.9% to 31.8%;

• Social security contributions on all employee wages are levied at 7.6%.

• Personal taxation ranges between 37% and 46%.

Why register company in Iceland?

• There are myriad reasons why you should register a company in Iceland. In this section, we will be simplifying the most attractive features of beginning a company in Iceland.

Political

• Iceland’s pro-business government has played an important role in creating a fair, efficient, and competitive working environment for businesses in a market economy, and it encourages international investment. New direct investment projects in Iceland are eligible for an investment pact that provides considerable regional incentives.

• More significantly, Iceland has a low degree of corruption, owing to laws that are transparent and uncomplicated.

• Iceland’s government prioritizes business and strives to establish a favorable business environment. Among the numerous attractions are low corporate taxes, land, green energy, and effective legislation. There are a variety of incentive options available depending on the sort of business you want to establish. Among other things, the EU provides incentives for SMEs, R&D, and environmental preservation. Foreign businesses and workers also benefit from special tax breaks not seen in many other countries.

Legal

• When compared to many other nations, doing business in Iceland is quite simple. Iceland’s compact society provides for easy access to authorities, resulting in a fair, yet competitive, climate for businesses. As a result, international investors find Iceland’s economy appealing. According to the World Bank report on doing business in 2019, starting a business in Iceland requires less time, and the country ranks 14th out of 144.

• Furthermore, Iceland has one of Europe’s lowest tax rates. Its 20% corporate income tax makes it one of the greatest places for companies to generate a big percentage of commercial profit.

Economic

• Iceland contributes to the European Free Trade Association (EFTA). This provides free trade and economic integration to benefit its member states. The success of Iceland in developing a rich and internationally competitive economy may be ascribed to elements such as a solid institutional framework, a competent workforce, a high degree of economic freedom, good democracy, and low levels of corruption.

• Iceland’s economic structure is a mix of capitalism and free-market concepts, with a generous welfare system. The fishing sector is one of the country’s primary economic pillars, contributing to goods export revenues and job possibilities. The tourism sector is another important pillar of Icelandic economic growth, with 4.5 times the number of tourists as the Icelandic population in 2016. 

• Furthermore, the Icelandic economy has expanded into the manufacturing and service industries, notably in tourism, software development, and biotechnology. As a result of the sustained healthy tourism industry and strong domestic demand, Iceland’s economic development remains strong.

Environment 

• Iceland has an incredible location, wedged between North America and Europe. Despite being an island, its substantial land and air ties keep the inhabitants supplied. In most situations, travel to Europe, the United States, and Canada takes less than 6 hours. Iceland’s unique freight transport lines make importing and exporting exceedingly simple and accessible.

• Iceland is one of the few nations in Europe that still has a considerable quantity of renewable energy that can be utilized. This implies that green energy is still reasonably priced and will benefit your business in Iceland. Furthermore, Iceland provides long-term contracts to businesses, allowing them to lower expenses and lessen their carbon footprint. With so many unexplored resources, Iceland is an ideal site for establishing a business.

Social 

• In knowledge-intensive markets, Iceland’s workforce is highly educated and far more experienced. Because Iceland is a technological innovation leader, many occupations need a higher level of education, and about 40% of the primary working population has some degree of higher education.

• Iceland’s high quality of life, modernity, rising economy, and politically stable government make it an excellent investment for both individuals and businesses. Iceland is an excellent location for establishing a business due to its internationally competitive reputation. This youthful, rising country is teeming with educated, multilingual citizens who adore the cultural scene.

Technology

• Iceland has been ranked number one for infrastructure out of 144 countries and there is a reason why. It is among the top countries in the information and technology communications sector as it has extensive connectivity and advanced communications technology. It has also been top-ranked when it comes to utilizing existing technologies to increase the productivity of businesses. 

Looking to register a company in Iceland?

• As an investor setting up your company in Iceland, it can be a daunting task to deal with registration, acquiring a business license, and all other aspects related to starting a business in Iceland. 

• Tetra Consultants is a well-established business consultancy firm with vast expertise in assisting companies in establishing themselves in Iceland. They are recognized as one of the top company incorporation agencies, providing high-quality services within the stipulated time period for your organization. Their primary purpose is to guarantee that your firm launches effectively and you are able to invest your time in other important aspects of your business. They link Iceland to the rest of the globe and help businesses to avoid the time-consuming procedure of forming a corporation in Iceland.

• Contact us to know more about how to register a company in Iceland and our team of consultants will revert within the next 24 hours. 

FAQs

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