Irish company formation is governed by the Companies Act 2014. In addition, the company needs to comply with all relevant EU directives which are released from time to time.
An Irish limited liability company may carry out any legal activity. Certain activities, such as financial and related services, would generally require specific licencing.
Irish company formation timeframe
The Companies Registration Office will usually process an Irish company formation within 5 business days. If a company is immediately required, the use of a shelf company may be considered.
Redomiciliation is allowed both into and out of Ireland. This means that an Irish company may become registered and continue in another jurisdiction. A company registered elsewhere may continue in Ireland provided its local legislation allows it to do so.
Information held on public record
Details of the company’s shareholders, directors, secretaries, registered office address and registered mortgages and charges and kept by the Companies Registration Office and can be viewed by the public. Copies of the company’s financial statements are also filed with the Companies Registration Office and are available to the public.
The company’s name may be in any language but it must be expressed in Roman characters. Its limited liability status must be indicated using the word “Limited” or its abbreviation “ltd” or the Irish equivalents of these terms, “Teoranta” or “teo”. The company’s name may not include the word “Standard” and the use of such words as “Bank”, “Society”, “University”, “Charity”, “Architect” and related words are subject to conditions.
The share capital may only be denominated in Euros (€) and a minimum of one share of €1 must be issued at the time of the Irish company formation. Bearer shares are prohibited.
An Irish company must have at least one shareholder. This can be either a natural person or a company. If confidentiality is required, then the shares can be held by nominee shareholders.
At least one director must be appointed at the time of the Irish company formation. The directors can only be natural persons and they must be resident within the European Economic Area (EEA). An Irish company may not have another company as its director. The same person can act as sole director and shareholder if another person is appointed as secretary. It would be recommended for the company’s directors to be resident in Ireland if the company intends to claim any double tax treaty benefits.
Shareholder and director meetings
The company may hold its meetings of shareholders and directors anywhere in the world. Meetings may be held in person or by telephone conference. The shareholders must hold an annual general meeting (AGM) each calendar year. The first AGM must be held not more than 18 months from the date of incorporation and subsequent AGMs may not be more than 15 months apart. It is possible for all shareholders to adopt resolutions in writing instead of holding an AGM.
The company needs to have a registered office in Ireland. The company’s statutory records and registers are normally kept there, together with copies of the directors’ service contracts and certain other documents. These records may also be kept elsewhere but not outside Ireland.
A company secretary is required, who can either be a natural person or a company. There are no qualification requirements for the secretary but the person appointed should be aware of the functions and responsibilities of this office. The same person can act as shareholder, director and secretary as long as a second director is appointed. Likewise, a sole shareholder and secretary is possible if another party is appointed as director.
An Irish company is required to prepare annual financial statements. These will need to be audited unless the company qualifies for an exemption. In practice, the vast majority of Irish companies qualify for an audit exemption by meeting any two of the following three conditions in each of the last two financial periods: (a) annual turnover does not exceed €8.8 million, (b) total balance sheet does not exceed €4.4 million and (c) total employees do not exceed 50. If the company forms part of a group, the conditions are applied to the group’s consolidated accounts.
Annual filing requirements
An annual return and copies of the company’s financial statements are filed with the Companies Registration Office. A tax return must also be filed every year.
The company is subject to corporation tax on its profits at the rate of 12.5%, while passive income is taxed at 25%. Dividend payments are subject to withholding tax unless the dividend is paid to a company resident within the European Economic Area or the USA.
Double tax treaties
Ireland has signed double tax treaties with over 70 countries. Irish tax resident companies are eligible to claim benefits under these treaties.
An Irish company may need to register of VAT depending on the nature of its activities. Trading companies whose annual turnover exceeds €37,500 for services or €75,000 for products will need to register. The standard rate of VAT in Ireland is 23%.