Company registration Ireland is a legal way to introduce your goods and services to a European and American market. Incorporating a business in Ireland is available even to non-residents and empowers them to catch opportunities they’re missing in their homeland.
Company registration in Ireland can become a bit challenging and the price of mistakes can get too high to pay.
So, all those wondering “how do I set up a company in Ireland” the following lines are for you! This step-by-step guide will help you waltz through the registration process.
Step 1: Choose Company’s Name
Your company’s name should be unique and distinctive from any other Irish-registered company. There are certain guidelines to consider to make sure your company’s name will be accepted by the Companies Registration Office (CRO):
- Names that contain worlds like “Insurance”, “Bank”, and “Group” will need special permission beforehand.
- No word that is deemed offensive will be accepted.
- Names of places, words like “services” “holding” and “solutions” will be discounted. They are considered non-descriptive and carry no weight.
Step 2: Decide on the Company Structure
Ireland is an extremely business-friendly country with very few restrictions on opening a company, imports or foreign investments. However, you should choose a company type to operate under. Here are a few most widespread choices:
Private Limited Company (LTD)
Private Limited Company or Private Company Limited by Shares is the most popular type of company in Ireland and a perfect option for small businesses. The peculiarities of LTDs are no minimum threshold for share capital and the ability to be run by one director as long as they remain under EEA (European Economic Area).
Public Limited Company (PLC)
A common choice for businesses anticipating rapid growth. PLC must start with at least 25,000 euros of share capital, have at least 2 directors, hold annual general meetings (AMG) and can have unlimited shareholders all of whom can reside overseas.
This is a flexible category of company structure for individuals who want to register a company in Ireland with a partner.
Step 3: Gather a Reliable Team
Company formation in Ireland is not only about legal procedures but about engaging the right people to contribute to company performance. Every Irish enterprise consists of company officers and members responsible for its management and staff whose expertise depends on the company scope. Let’s delve into more details.
A founder is a person who starts a company. They come up with a business idea and build a company from the ground up. The example of a company founder that comes to mind most readily is Jeff Bezos, the founder and former CEO of Amazon.
As we come across CEO, let’s nail down the difference between the two as most people are used to using the two terms interchangeably. In general, the difference between a founder and a CEO lies in the scope of the goals they perform.
A company’s founder works to secure funding, attract top talent and establish partnerships. They are often considered a face of a company and work to promote its brand and mission.
CEO, in its turn, is responsible for the overall day-to-day management of a company. They develop and promote strategies to meet company goals and make sure it is compliant with all laws and regulations. While a company may have several CEOs during its lifetime, a company founder remains the same even if they leave.
Company’s shareholder in Ireland is a person or institution that invested money in a corporation in exchange for its shares of ownership. They often receive dividends if a company does well and succeeds. Shareholders have the right to vote on certain matters and to be elected to a seat on the board of members.
If a company is getting liquidated and its assets are being sold, shareholders may receive a portion of the money provided that all company’s debts have been paid off. However, shareholders are not obliged to shoulder the debts incurred by a company. Thus, creditors can’t compel shareholders to pay them.
Apart from privileges, shareholders carry a certain set of responsibilities like the following:
- Appointing company directors and deciding on their salary;
- Brainstorming and making decisions that company directors have no power over like altering the company constitution, sharing transfers, changing the company name;
- Checking and making approvals of the financial records of a company.
This is a common practice that company shares are distributed between the company’s founder and director. However, it’s also absolutely usual practice for small ltd companies in Ireland to have a person to act as a company director and shareholder.
Beneficial owner is a natural person who controls or owns a legal entity through direct or indirect ownership of at least 25% of company shares or voting rights. All beneficial company owners in Ireland must be registered in RBO (register of beneficial owners). This is a measure that addresses the transparency of business and is a part of the AML (anti-money laundering) compliance program.
Local authorities require to keep records of beneficial owners’ details to ensure a company is set up for legal funds, is not for money laundering purposes and has nothing to do with terrorism financing.
Each company is responsible for presenting up-to-date accurate beneficial ownership information to competent authorities in a timely fashion.
A company director is a person appointed by the shareholder to manage the company’s routine affairs. While large enterprises may need a director or even a few, for small companies the difference between a director and a CEO is not noticeably discernible. A company in Ireland may have more than one director.
A director of an Irish Ltd must be a resident of the EEA (European Economic Area). This is the requirement of the Company Act 2014. Companies that don’t engage at least one EEA officer should appoint a nominee director to act on their behalf or obtain Non-EEA Resident Director Bond.
Even though all of the abovementioned roles come with different rights and responsibilities, it’s common that one person acts as a company founder, CEO, director, and shareholder.
A role of a secretary is vital and obligatory for any Irish company. A secretary is assigned right upon incorporation and can be changed further.
The principal role of a company secretary includes ensuring compliance with Irish Company Law, providing guidance on various statutory requirements and carrying out statutory duties such as contacting CRO and other authoritative bodies.
In fact, there are rather basic requirements for the personality of a company secretary in Ireland. First of all, a company director can be appointed for a secretary role provided a company has more than one director. Apart from a company director, you can hire any person of legal age or outsource secretarial duties to a third-party corporate body.
You learn about the duties of a company secretary in Ireland here.
Information about a director, shareholder, and secretary is in public access in CRO online portal CORE (Companies Online Registration Environment).
Since many people find it confusing, let’s nail down the difference between an accountant and a bookkeeper role in your company.
The bookkeeper’s role is to keep records of the company’s daily transactions consistently and gather the financial information needed to run a business. At the same time, an accountant’s responsibility is to analyse financial data a bookkeeper provides and deliver business owners important insights and financial advice based on this data.
Both a qualified accountant and a bookkeeper help business owners make critical financial decisions throughout the onboarding, operation and expansion processes. They are responsible for financial audits, reconciling bank statements, return preparation and ensuring financial records are accurate throughout the year.
Learn more about the duties of a bookkeeper and accountant here.
Regardless of your business venue, your company in Ireland needs to engage professionals to help you fulfil your purpose. Employees are essential for providing goods and services to customers and earning profits. For instance, if you decide to register an IT company in Ireland, you may require a specific basic scope of talents like the following:
- project manager
- UI/UX designer
- front-end and back-end developers
- Q&A engineers
Dedicated employees are the greatest non-monetary values of any organisation. They are the face and the base of a strong and long-running organization. So treat the recruitment process with proper responsibilities and remember to keep your employees motivated for better performance.
Step 4: Write Your By-Laws or Constitution
This depends on the type of your company. Partnership companies and Public Limited Companies need a Memorandum of Association and Articles of Association. For Private Limited Companies, the constitution has been introduced. These will lay out in detail your business structure, the idea of your business, its type and objectives.
All these are legal documents that need to be registered with a lawyer or a formation agent. You can follow the templates or seek help from a professional to ensure they’re compliant.
Step 5: Choose a Location
Your Irish company must have a physical address. Choosing where to set up a company in Ireland is both fun and a serious decision to make. Irish capital, Dublin, is a good choice with a great startup ecosystem but like most Western European capitals, is pretty expensive.
We suggest paying attention to Limerick, Galway, and Cork as more budget-friendly options to set up a company in Ireland.
When making a final choice, pay attention to Internet speed, proximity to cafes and gyms, bus stops, the general welfare of the neighbourhood, and availability of workforce. Local universities are a great source of the inspired workforce.
Step 6: File with CRO to Register Company in Ireland
This is a step when you finally make it and receive your Company’s Registration Office! Your Irish filing should contain the following documents:
- Your by-laws;
- Physical address confirmation;
- Details on directors and employees;
- Information about your share capital;
- Description of your company’s specialisation.
Filing with CRO, however, is not the last step to be done to register an Irish company. There are three more stages to go.
Step 7: Open a Business Bank Account
The next step towards Irish company registration is opening a bank account. Ireland allows opening business accounts both to residents and non-residents if there’s due diligence involved.
To set up a Limited company in Ireland, you need to submit a signed mandate from each director. Owners of partnership-type companies will need to provide bank authorities with relevant documents.
Despite the type of company that applies for registration, there’s a pack of documents you need to submit. These are
- certificate of Incorporation;
- proof of identity (in some cases reinforced with proof of character and a legal opinion);
- signed copies of your by-laws;
- proof of economic ties to Ireland;
- social security forms.
Step 8: Obtain an Official Seal
You’re almost there. Any business in Ireland must obtain an official company seal. It will be used to stamp documents as official proof they’ve been approved by the Board of Directors. One more legal requirement to consider is keeping Statutory Records and Registers. These are specific recordings of the statutory and legal matters of your company including data of the company’s directors, shareholders, and meetings held.
Step 9: Register with the Revenue Commissions
The final step in this “how to set up a company in Ireland” guide is the registration for tax in the Revenue Commissions. The country is considered a tax paradise due to its favourable tax and economic conditions. Nevertheless, there are three types of taxes you will need to register for when applying for company registration in Ireland.
- Corporation tax;
- Social insurance;
- Value added tax (VAT).
Irish Revenue Commissioners automatically register you for PAYE (pay as you earn tax) and Pay Related Social Insurance (PRSI) contributions. In the end, you will be given a Tax Identification Number to report your annual taxes online.
Final Ideas – How To Register Company in Ireland
The company foundation in Ireland is a comprehensive process. A lot of potential owners will require professional assistance to eliminate tricky moments and ensure a smooth registration process. There’s no shame to ask for guidance. Chern & Co is a trustworthy agency with more than a decade of experience on the market. The company will take responsibility for your company foundation in Ireland, so you can rest assured all the processes are handled due to the current Irish legislation.