Setting up a company in Ireland can be a straightforward process, especially with the right guidance. Ireland’s reputation as a business-friendly environment is not unfounded – it boasts low corporate tax rates, a skilled workforce, and a strong legal framework. Ireland offers a range of business structures, including limited companies, sole proprietorships, and partnerships. Each structure has its own advantages and disadvantages, so it is important to research your options carefully. For those considering establishing a business entity in Ireland, here’s a comprehensive guide to walk you through the essentials. Read on to learn more.
- Step 1: Decide on Your Company Type
The first step is to choose the appropriate type of company. The most common types in Ireland are a private company limited by shares (LTD), a designated activity company (DAC), or a company limited by guarantee (CLG). An LTD is often the go-to choice for private businesses due to its flexibility and the limitation of shareholder liability to the amount unpaid on shares they hold.
- Step 2: Name Your Company
Once you’ve settled on the type of company, you’ll need to choose a company name. It must be unique and not too similar to any existing company’s name. The Companies Registration Office (CRO) in Ireland has the final say on name approval. It’s wise to check the register and have a few alternatives at hand.
- Step 3: Draft Your Constitution
Irish companies need a constitution, which includes the Articles of Association and the Memorandum of Association. This document outlines the company’s structure, the rights of its members, and the rules governing the company. Templates are available, but it’s advisable to tailor the constitution to your specific business needs.
- Step 4: Establish Your Company Address and Directors
You’ll need an official registered address in Ireland, which will be your company’s formal address for legal correspondence. Additionally, appoint at least one director who is a resident of the European Economic Area (EEA). If all directors are outside the EEA, you’ll need to secure a non-EEA resident bond.
- Step 5: Appoint a Company Secretary
A company secretary is mandatory. Their role is to ensure that the company complies with legal and statutory requirements. For an LTD, the sole director cannot also be the company secretary. It’s often beneficial to appoint someone with professional expertise, such as an accountancy service provider.
- Step 6: Share Capital and Shareholders
Share capital and shareholders are fundamental aspects of a company’s structure and governance in Ireland. Share capital represents the total monetary value of a company’s shares, while shareholders are individuals or entities who own those shares and hold ownership interests in the company. In an LTD, there is no minimum share capital requirement, but at least one share must be issued.
- Step 7: Register with the Companies Registration Office
Submit your incorporation documents to the CRO, which include your constitution, details of directors and secretary, and the registered office address. The CRO will review your submission, and upon approval, issue a Certificate of Incorporation—this is your company’s birth certificate.
- Step 8: Register for Taxes
Once incorporated, your company must register for tax. This involves obtaining a Tax Reference Number from Revenue, Ireland’s tax authority. You should also register for Corporation Tax, and if applicable, VAT and PAYE (Pay As You Earn).
- Step 9: Open a Corporate Bank Account
Establishing a corporate bank account in Ireland is an essential step for newly incorporated businesses to manage their finances effectively and professionally. This process typically involves gathering specific documentation, adhering to bank requirements, and complying with regulations. You will require your Certificate of Incorporation, constitution, proof of address, and identification for directors and shareholders.
- Step 10: Registering Beneficial Owners in Ireland
Registering Beneficial Owners in Ireland is a crucial legal requirement for Irish companies, mandated by the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, amended by the European Union (Anti-Money Laundering) Regulations 2019. This obligation aims to prevent companies from being utilised for money laundering or terrorist financing activities.
Companies must submit a BEN1 form to the Registrar of Companies, divulging details of their beneficial owners, defined as individuals controlling over 25% of the company’s shares or voting rights. Failure to register beneficial owners can result in fines of up to €5,000, and companies should also consider the transparency, reputational, and compliance benefits of registration.
- Step 11: Keep Compliant Records
Finally, you’ll need to maintain accurate accounting records. These include books of account, minutes of meetings, and registers of directors and shareholders. Good record-keeping is not only a legal requirement but also crucial for the successful management of your company.
Set Up a Company in Ireland
At Bond & Co, we provide comprehensive accountancy services for setting up and managing limited companies in Ireland, ensuring statutory compliance. We offer services including audits, payroll, VAT, and tax advice, and pride ourselves on thorough and detailed accountancy.
We also facilitate the setup of limited companies post-Brexit, taking advantage of Ireland’s benefits like EU market access and a low corporate tax rate. For a streamlined company incorporation and ongoing financial management, reach out to us on 01 8409173.