Register company in Ireland

Register company in Ireland: Introduction

To register company in Ireland is hassle-free with Tetra Consultants’ assistance.

Besides its appealing corporate tax rate, Ireland also possesses many pro-business qualities making it one of the easiest countries to do business in. Apart from the economic benefits, your Ireland-incorporated company can also expect to benefit from a strong and skilled labour force. Since the United Kingdom left the European Union (EU), Ireland remains as one of the last few mainly English-speaking countries in the EU, facilitating business activities for those used to dealing in English.

With our lean-and-mean mentality, you can rely on our team of experts to provide you a seamless experience throughout the whole process to register company in Ireland. Regardless of whether you are setting up an onshore or offshore company, our ultimate goal is for your company to be operationally ready within the stipulated time frame.

Our service package includes everything you will require to set up business in Ireland:

• Company registration with the Companies Registration Office
• Local company secretary and registered address
• Nominee director services
• Corporate bank account opening
• Financial and business license applications
• Annual accounting and tax services

How long to register company in Ireland and open corporate bank account?

• Tetra Consultants will complete Ireland company registration within 2 weeks. After receiving due diligence documents of the directors and shareholders, our team will search for the availability of your preferred company name and prepare all required incorporation documents.

• Throughout the Ireland company registration process, you will not be required to travel overseas.

• After Tetra Consultants has set up your Ireland company, you can expect to receive the documents of your new company including the certificate of formation, Memorandum and Articles of Association as well as register of directors and shareholders.

• Within 4 weeks upon registering your Ireland company, we will open a corporate bank account with either a local or international reputable bank.

• As such, you can expect your company to be fully operational and ready for business within 6 weeks from engaging Tetra Consultants.

Can a foreigner register company in Ireland?

• Full foreign ownership of a company is allowed in Ireland. Unlike some other jurisdictions, foreigners can also fully own purchased property in the country, making Ireland an attractive option for those looking to deal in real estate.

• In addition, there are many ways to satisfy the director’s residency requirement.

• • Companies can opt to go for the conventional route of hiring a nominee director. Tetra Consultants provides such services for all our international clients to expedite their company registration process.

• • The requirement can also be satisfied by any resident within the European Economic Area (EEA), giving you a lot of options to choose from.

• • Companies can opt to take up a Non-EEA Resident Director Bond, whereby the company pays a fee as a form of assurance to the Irish government that they will be compliant to all regulations despite not having a resident director.

• • Lastly, onshore firms can also satisfy this requirement by demonstrating adequate economic substance in the country. This refers to hiring adequate numbers of Irish-based employees and conducting sufficient business activities domestically.

How to register company in Ireland?

• Tetra Consultants advises you to read through this guide to fully understand the steps required on how to incorporate a company and set up a bank account in Ireland.

• By systematically following the 7 steps below, you can expect to start conducting business with your Ireland company within 6 weeks.

Types of business entities to consider when you register company in Ireland

• There are many types of business structures in Ireland each with distinctive features in terms of personal liability protection, tax ramifications, ownership and management flexibility as well as compliance requirements.

• Prior to the start of the engagement, Tetra Consultants will fully understand your business before recommending the most optimum business entity in Ireland. Some considerations we take into account include the type of business activity, tax obligations and nationalities of shareholders and directors. Our consultants will also offer more information on the requirements imposed to set up these entities.

Sole Proprietorship

• The simplest form of business structure, a sole proprietorship does not distinguish between the legal personalities of the owner and the business. While this simplifies operations, it can lead to frustrations in the event of a winding up since the sole proprietor can be held personally liable for all debts and obligations incurred by the business. In addition, transfer of business is not allowed and hence, there is no continuity. Unlike other business structures, Sole Proprietors are required to register for taxation with the Office of the Revenue Commissioners in Ireland. There is also no minimum share capital mandated to form a Sole Proprietorship.

• If you are looking to set up a small business (minimart, art studio, bakery, etc.) yourself or within your family that includes the advantages of an easy startup and complete control, Sole Proprietorship may be the business form for you. However, it is important to note that the Sole Proprietorship business structure is only available for residents of Ireland.

• Generally, if you are intending to set up the business using your personal name, you will not be required to register with the Companies Registration Office. If you are using a business name, you will be required to register. Under Irish legislation, it is also required that you open a new and separate bank account for your business. Typically, most banks will require you to have a Certificate of Business Name.

Limited Partnership

• A limited partnership requires 2 or more natural persons or corporate bodies for formation. Your business must minimally have 1 general partner and 1 limited partner, with the limit on total number of partners being capped at 20. A general partner will face unlimited liabilities for all debts and obligations incurred by the business while a limited partner will be limited to the extent of their capital contributions. As such, only general partners will be granted managerial rights whilst limited partners are not permitted to manage the company.

• Only the general partner is required to be a resident of Ireland. The same requirement does not apply to limited partners.

Private Limited Company

• With a private limited liability company, you are not entitled to list on the stock exchange nor transfer your shares freely. Typically, this form of business entity grants you protection from unlimited liability. That is, in the event of a winding up, you will not be liable for all debts and obligations incurred by your business. Instead, your liability will be capped to the amount unpaid on the shares you hold for a private company limited by shares, or the guaranteed sum for a private company limited by guarantee.

• To set up a private limited liability company, you will require minimally a single director and a single shareholder. The requirements for director residency can be satisfied in a few ways, as mentioned above. There is no minimum capital requirement imposed to set up a private limited company. You will also require a local registered address and a company secretary who will oversee the statutory obligations of your business.

Public Limited Company

• The key distinction of public limited companies is the ability for them to be publicly listed on the stock exchange. With a public limited company, you can benefit from the protection of limited liability and easier access to capital. Primarily adopted by large businesses, a public limited company allows shares to be freely and easily transferable. Shareholders are protected according to the level of their contribution to the capital. With limited liability imposed on its shareholders, in any event of winding up, you will not have to worry about incurring the debts and obligations of your public limited company. However, this does come at the cost of being more difficult to incorporate and stricter compliancy regulations.

• Unlike a private limited company, it is compulsory for your public limited company to hold an Annual General Meeting. In addition, to set up a public limited company, you will minimally require 2 directors and meet a statutory minimum share capital of €25,000 of which at least 25% must be paid on issue. You public limited company also must meet the additional requirement of a secretary and a resident director. The requirements for director residency can be satisfied in a few ways, as mentioned above.

• Public limited companies that want to have more flexibility in operating their businesses in other European Union countries can choose to establish a Societas Europeas instead. However, this does require a higher minimum capital of US$145,000.

Designated Activity Company

• Similar to a private company limited by shares, a designated activity company is also private but has its activities limited as per the stated objects found in its Memorandum of Association. Typically, Tetra Consultants will recommend you set up a designated activity company provided if you are looking to set up a joint venture or special purpose vehicle that are intending to carry out only specific activities.

• To register your designated activity company, you will require minimally 2 directors.

Types of shares to consider when registering a company in Ireland

The rights and duties of a member will depend on the articles of association or the constitution. Where a company has a share capital, it is presumed that all shares have equal rights but the company may in its memorandum and articles of association or the constitution create a power to issue different classes of shares, including ordinary, preference, and redeemable shares.

Ordinary Shares

• Ordinary shares generally carry the right to a vote. Where a company is wound up they generally have a right to participate in any surplus funds beyond the fixed amount which it originally invested in its shares.
• Where ordinary shares carry weighted or differing levels of voting power but carry equal entitlements in respect of dividends and capital, they are normally divided into classes – Ordinary Shares Class A, and Ordinary Shares Class B.

Preference Shares

• Preference Shares carry preferential rights, most commonly to dividends or capital. A share that is preferred as to dividend usually entitles the member to be paid his dividend in priority to the ordinary shareholders. Preference shareholders’ entitlements to dividends are generally expressed as a right to a percentage per annum of the nominal amount of the share.

Redeemable Shares

• Redeemable Shares are shares that the company is entitled to redeem from its members. Where shares are redeemed the company generally cancels them. However, a treasury share is a share that is retained on redemption by the company and can subsequently be re-issued.

Bonus Shares

• Bonus Shares are shares issued to the shareholders in proportion to their existing shareholdings, they are issued as having been fully paid up so the shareholders are not required to pay for them. Bonus Shares are usually paid from accumulated profits that have been transferred to the capital.

Bearer Shares

• Bearer Shares are not permitted in Irish Private Limited Companies.

Accounting and tax obligations

• Accounting and tax considerations are important factors when incorporating your company. By outsourcing your Ireland accounting and tax obligations to Tetra Consultants, you can be confident that you will be in the best hands. Our team of consultants will ensure that your firm’s financial statements, corporate tax returns and audits are 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 be ensured of timely reporting and filings. Before the start of the engagement, our accounting team will also keep you updated of all the required deadlines and expectations. Thereafter, we will prepare all required filings in advance to ensure that the stipulated deadlines are met.

Annual Reporting Requirements

• Ireland’s financial fiscal year spans from 1 January to 31 December.

• Generally, you are expected to file the tax returns for each financial year 8 months and 23 days after the end of the accounting period.

• Your financial statement report should include a profit and loss account, a balance sheet, a directors’ report and a statutory auditor’s report.

• Following which, 2 directors will have to sign on behalf of your company to verify the details as per submitted on the annual financial statements.

• Your small company may be exempted from submitting annual financial statements if you meet 2 out of the 3 following requirements:

• • turnover of less than €12 million (US$14.5 million)

• • balance sheet totalling less than €6 million (US$7.27 million)

• • the total number of employees is less than 50

• Similarly, your medium company can benefit from audit exemptions if you meet 2 out of the 3 following requirements:

• • turnover of less than €40 million (US$48.47 million)

• • balance sheet totalling less than €20 million (US$24.24 million)

• • the total number of employees is less than 50

Corporate Income Tax

• Generally, a standard trading rate of 12.5% is charged for all Ireland-incorporated companies.

• Resident companies in Ireland will be taxed based on their worldwide profits while non-resident companies will only be subjected to Irish corporation tax imposed on their Ireland-sourced income.

• Corporate tax in Ireland is also separated into trading income, non-trading income and capital gains.

• For non-trading or passive income, a 25% corporation tax applies.

• As for profits earned from capital gains, you can expect to make a 6.25% corporation tax payment.
  

Withholding Tax

• Withholding tax is commonly charged at 25% for all Irish resident companies.

• You may be exempted if the recipient of the dividend is either an Irish company or a non-Irish company who is eligible under the Parent-Subsidiary Directive.

• The Parent-Subsidiary Directive requires minimally 5% or more shareholding.

Value Added Tax

• Payable on the sales of goods and services, you may have to make Value Added tax payment according to the goods and services your business provides.

• Generally, a standard rate of 23% will apply for most goods and services such as solicitor or consultancy services and furniture or battery sales.

• A reduced rate of 13.5% may apply for certain goods and services such as repair or building services and take-away food purchases.

• Zero-rate Value Added Tax items include exports as well as books.

Why register company in Ireland?

Political

• According to Transparency International’s 2020 Corruption Perceptions Index, Ireland is ranked 20^th among 180 countries when it comes to the degree of public sector corruption.

• The United Kingdom’s decision to leave the European Union has left various political dilemmas in terms of the Northern Ireland peace process, and how the only land border between the UK and the EU on the Irish border should be administered.

Economic

• As a member of the Eurozone, Ireland has been a part of the growth, stability and economic integration in Europe.

• According to the World Bank’s 2020 Ease of Doing Business Report, Ireland has been ranked 24^th when it comes to the ease of starting a business.

• According to The Heritage Foundation’s 2021 Index of Economic Freedom, Ireland is ranked the 5^th freest economy, highlighting the success of its economic policies.

Social

• The official languages of Ireland include both English and Irish. Nonetheless, in recent times, English has been more commonly adopted – so much so that it has been said to displace Irish.

• The Organisation for Economic Co-operation and Development report shows that young Irish are among the world’s most educated.

• Social Justice Ireland reported in 2019 that more than 689,000 living in poverty in Ireland, suggesting that poverty is a prevalent problem in the country.

Technological

• The Irish equivalent of Silicon Valley, you can expect to find many tech giants such as Google, Apple, Facebook and more in the Silicon Docks area of Dublin, highlighting the technological capabilities of Ireland.

• Ireland seeks to develop technology oriented thinkers among its youth with the setup of Technological University Dublin (TU Dublin) being 1 of its many initiatives.

• With the introduction of Technology Ireland, an association representing the tech business group, it can be seen that the tech space in Ireland is large and well-supported.

Legal

• Ireland’s taxation laws are among the lowest in Europe with its country’s corporate tax rate standing at 12.5%.

• In recent times, Ireland has made way for intellectual property incentives in its tax legislation, highlighting its commitment in protecting individual rights.

• Irish Times Legal Affairs Editor, Caroul Coulter, once shared that the Irish legal system is fundamentally flawed with high legal costs and inefficient court proceedings. She highlighted that these were problems that the Government will have to “aggressively” tackle.

Environmental

• As part of the European Green Deal, Ireland is committed to forming key policies aimed at cutting emissions and investing in Research and Development to continually preserve and protect Europe’s environment.

• Under the European Union Effort Sharing legislation, it is reported that Ireland has exceeded its annual emissions allocation for 2018 by over 5 million tonnes.

• While Ireland’s commitment to protecting the environment is commendable, it is still lacking with the country’s use of renewables falling short of one eighth.

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