Indian Fintech Sets Up Irish LTD for EU Expansion — Central Bank Pre-engagement, RBO Filing and Series-A-Ready Share Capital
Background: India to Europe with no detours through Cyprus or Estonia
The founders had built a cross-border B2B payment rails product serving SMEs in India, the Gulf and Singapore. Their European customers wanted invoicing from an EU entity with a regulated payment institution licence on the roadmap. They had shortlisted Ireland, Lithuania and the Netherlands. Ireland won on three points: the 12.5% corporation tax rate, full English-language CRO and Revenue interface, and the Central Bank of Ireland’s reputation for clear (if rigorous) authorisation pathways. The challenge: getting the corporate vehicle right on day one, because re-papering a fintech for licensing later costs months.
The challenge: structuring share capital for a regulated future
An Irish LTD looks simple in the CRO database, but for a fintech that intends to apply for a Payment Institution authorisation, the choices made at incorporation matter. Single-class share capital fails investor preferences. Authorised share capital that is too low forces a B5 allotment filing at every funding round. The constitution must allow ordinary and preference shares, pre-emption rights, drag-along and tag-along — none of which are in the default model constitution under Companies Act 2014. And the directorship arrangement must satisfy Section 137 EEA residency without compromising the founders’ control under Series A term sheets.
The solution: bespoke constitution, dual share class, nominee director
Chern & Co drafted a bespoke constitution providing for ordinary shares, redeemable preference shares, written directors’ resolutions and electronic signatures. We appointed an EEA-resident nominee director under a service agreement that made clear the nominee’s role was statutory, not operational. We registered the founders as ordinary shareholders, filed the A1 with the CRO, and lodged the RBO (Register of Beneficial Ownership) declaration within the 5-month statutory window — non-EU founders frequently miss this and incur penalties.
In parallel we drew up a payment institution authorisation roadmap covering capital adequacy, governance, outsourcing and the Central Bank’s pre-application process. The pre-engagement meeting was scheduled within month two.
The outcome: a fintech-ready entity in 11 working days
The Irish LTD was incorporated 11 working days after engagement. The Series A closed three months later, with the preference share allotment filed via B5 form on schedule and stamp duty correctly handled at €1 per share transfer (where applicable). The Central Bank pre-engagement led to a positive feedback letter on governance and outsourcing arrangements. The founders did not have to relocate.
“Chern & Co knew exactly which Central Bank pre-engagement letters we needed, what RBO filings to lodge and how to structure share capital for our Series A. We did not waste a single week on procedural ping-pong.”
— Co-founder, Indian fintech
Why Ireland — and why the right TCSP matters
Ireland’s combination of EU passporting, English-speaking regulators and the 12.5% corporate tax rate makes it a natural fintech base. But fintech founders pay a high price for incorporation agents who do not understand share capital design, RBO filing windows or the Central Bank’s appetite. As an authorised Trust and Company Service Provider with in-house legal counsel, Chern & Co handles incorporation, RBO, Central Bank pre-engagement and tax registration as one workstream — not five vendors.
Planning a fintech in Ireland? Book a free 15-minute consultation — we will give you a written roadmap before you commit a euro.
