Ireland Ireland



General
Type of Company Resident Private Limited
Type of law Common
Shelf company availability No
Our time to establish a new company 10 days
Migration of Domicile Permitted No
Corporate Taxation 12.5% on profits
Double taxation treaty access Yes
Language of Name Latin Alphabet
Corporate Requirements
Minimum Number of Shareholders/Members 1, normally 2
Minimum Number of Directors 2
Corporate Directors No
Company Secretary Required Yes
Minimum paid up Euro 1
Usual Authorised Capital Euro 1,000,000
Local Requirements
Registered Office/Agent Yes
Company Secretary No
Local Directors No (See below)
Local Meetings No
Government Register of Directors Yes
Government Register of Shareholders/Members Yes
Annual Requirements
Annual Return Yes
Annual Return Filing Fee Euro 40
Accounts
Requirement to prepare Yes
Audit requirements Yes, but small company exemption
Requirement to file accounts Yes
Publicly accessible accounts Yes


EEC Introduction
Ireland is a large island situated to the west of Great Britain, separated from it by the Irish Sea and is often regarded as being on the very perimeter of Europe. With a land mass of 84,079 square kilometres Ireland it is the 20th largest island in the world.

Ireland is in fact two independent countries. The larger area forms “The Republic of Ireland” and the smaller area, in the north eastern corner, is part of the United Kingdom.

EEC Population
The population of the whole of Ireland is approximately 5 million of which 3 million live in the Republic. Roughly 40% of the population live in Dublin and its surrounding suburbs.

EEC Political Structure
In 1949 Ireland became a Republic and left the British Commonwealth. Northern Ireland remains an integral part of the United Kingdom.

The Republic of Ireland is a parliamentary democracy with a written Constitution. The President is the Head of State elected to a seven year term and may serve no more than two terms. The Parliament is known as the Oireachtas and consists of two houses, a Lower House and the Senate. The lower house called Dáil Eireann has 166 members elected by proportional representation for a five year term. The members elect a Taoiseach (Prime Minister) who nominates 15 Government Ministers to the President.

The Senate, or upper house, is known as Seanad Eireann and functions in a similarly manner to the House of Lords in the United Kingdom. It comprises of 60 members. The Senate has powers of consultation and amendment only, and may not veto any proposals emanating from the Dáil. It does however have the power to delay legislative proposals and is allowed 90 days to consider and amend bills sent to it from the Dáil. The Senate serves for the same term as the Dáil.

The Republic of Ireland is a full member of the European Union. Accordingly, Irish citizens have the automatic right to live and work in any member state of the Union.

EEC Infrastructure and Economy
Ireland is an open, modern, trade-dependent economy. GDP growth averaged 6% in 1995-2007, but economic activity dropped sharply in 2008 for the first time in more than a decade due to the onset of the world financial crisis.

The Irish Government’s National Development Plan has invested in major public infrastructure projects such as roads, public transport, water and waste services and childcare. Internal and international transport services are well developed with daily direct flights out of three major airports to major European and US locations.

Over 80 international shipping lines operate out of Ireland’s commercial seaports with regular LO/LO and RO/RO sailings to the UK, USA, and Continental Europe providing access to international markets. With exports accounting for three quarters of national output, Ireland has had to develop a highly efficient distribution network which makes the rest of Europe accessible within hours. Ireland has a very well developed, regulated and sophisticated banking and financial services infrastructure experienced in handling the requirements of overseas companies.

EEC Language
The English language is the official business and commercial language. However, there are many areas referred to as "An Gaeltacht" such as the Aran Islands, Connemara, Galway and Cork where Irish Gaelic is spoken.

EEC Currency
The Euro replaced the Irish Punt in 2002.

EEC Exchange Control
None.

EEC Type of Law
Common Law based on English Common Law.

EEC Principal Corporate Legislation
Companies Acts 1963 to 2009.

COMPANY INFORMATION

EEC Procedure to Incorporate
Submission of Memorandum and Articles of Association, which must state the intended business activity and the appropriate NACE code, together with a Form A1 detailing the first directors, secretary and situation of the Registered Office to be declared in the presence of a solicitor, notary or Commissioner of Oaths in the Republic of Ireland. It is important to note that the Registry will only incorporate new companies that prove they intend to undertake some form of activity in the Republic of Ireland. “Activity” means “any activity that a company may be lawfully formed to carry on and included the holding, acquisition or disposal of property of whatsoever kind”.

EEC Restrictions on Trading
Cannot solicit funds from or sell its shares to the public. Required to undertake some business within Ireland.

EEC Powers of Company
A Company incorporated in the Republic of Ireland has the same powers as a natural person.

EEC Language of Legislation and Corporate Documents
English.

EEC Registered Office Required
Yes, must be maintained in the Republic of Ireland, this address should be displayed on all letterheads and stationery for the company together with the Incorporation Number and full name of the Directors and Secretary. Care should be taken to include the business address on stationery for the day to day business activities of the company.

EEC Name Approval Required
No.

EEC Shelf Companies Available
No.

EEC Time Scale to Incorporate
10 working days.

EEC Name Restrictions

  • A name that is phonetically and/or identical or similar to an existing name.
  • A name that implies illegal activities or is offensive.
  • A name that implies state patronage.
  • If a name includes words which imply specific functions, e.g. “holding”, “group”, etc., further information may be required by the CRO to support the application.
  • The use of the word “standard” is prohibited.

Please note that if your chosen name is too similar to the name of another company (phonetically and or visually), and it is accepted for registration by the CRO, through inadvertence or otherwise, an objection on grounds of similarity could be made in writing to the Registrar of Companies within six months following the incorporation of your company and you could be directed by the Registrar to change the name of the company.

EEC Language of Name
Can be in any language using the Latin alphabet. The Registrar may request an English translation if a foreign language name is used for a company name.

EEC Names Requiring Consent or a Licence
The following names or their derivatives require consent or a licence:

  • Names containing certain words cannot be used unless approved by relevant bodies. E.g. the words “bank”, “banc”, “banking”, “banker” may only be used with the permission of the Central Bank of Ireland. This also applies to names such as “hollybank”, “sweetbank”, “canal bank”, “bancorp”, etc. and the surname “Banks”, not withstanding the fact that the company being incorporated may not intend to carry on banking business.
  • Words such as “insurance”,”re-insurance” and “assurance” cannot be used unless prior permission has been sought from and granted by the Irish Financial Services Regulatory Authority (IFSRA).
  • The word “society”, “co-op” or “co-operative” cannot be used unless permission has been sought from and granted by the Registrar of Friendly Societies.
  • The words “University” and “Institute of Technology” or “Regional Technical College” cannot be used unless permission has been sought from and granted by the Registrar of Friendly Societies.
  • In the case of the word “Charity”, further information may be sought by the CRO to support the application.

EEC Suffixes to Denote Limited Liability
Teoranta (Irish Gaelic for Limited), Limited or the abbreviation Ltd.

EEC Disclosure of Beneficial Ownership to Authorities
The identity of the beneficial owners of an Irish Company may remain confidential if corporate shareholders are engaged to act as the shareholder on behalf of the ultimate beneficial owners. This confidentiality is maintained as long as the company and its ultimate beneficial owners are not involved in any criminal activity.

COMPLIANCE

EEC Authorised and Issued Share Capital
There is no capital duty payable on the authorised capital. There is a 1% capital duty payable on the issued share capital. There is no maximum authorised capital. The minimum issued capital is two shares of par value.

EEC Classes of Shares Permitted
“Ordinary” and “Preference” shares. Preference shares provide a benefit over and above those available to the holder of ordinary shares. In most cases the preference will relate to voting rights and/or payment of company dividends depending on the provision of the Memorandum & Articles of Association.

EEC Taxation
The corporate tax rate is currently 12.5% on trading income and 25% on non trading income.

EEC Double Taxation Agreements
Ireland has a very extensive network of double tax agreements in force with 45 countries. The treaty countries include: Australia, Austria, Belgium, Canada, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Italy, Israel, Japan, Latvia, Lithuania, Luxembourg, Mexico, Netherlands, New Zealand, Norway, Pakistan, Poland, Portugal, Russian Federation, South Africa, Spain, Sweden, Switzerland, USA, United Kingdom and United States.

EEC Licence Fees
None.

EEC Financial Statement Requirements
Every company, whether trading or not, must file and annual return each year at the CRO not later than 28 days from its statutory annual return date (ARD). Where returns are not filed on time, a substantial late filing penalty must be paid and further enforcement actions may be pursued by the CRO.

Audited accounts are filed with the annual return. Annual accounts must also be filed with the tax authorities.

EEC Directors
The minimum number of directors is two, one of which should be resident in the European Economic Area (EEA). Directors must be natural persons.

The EEA consists of the 27 member states of the EU, (Austria, Belgium, Bulgaria, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden, United Kingdom, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia, Slovenia and Romania) plus Iceland, Liechtenstein and Norway.

Companies which do not have at least one director which is resident in the EEA are subject to a €25,395 bond being paid up to satisfy Section 43(3) of The Companies (Amendment) (No.2) Act 1999. The bond is valid for a minimum period of 2 years, commencing no earlier than the occurrence of the event giving rise to the requirement for the bond.

From 18th April 2001 the maximum number of directorships that a director may hold is limited to 25.

EEC Company Secretary
A company secretary is mandatory and occupies and has a direct legal responsibility to maintain company records, file annual returns and/or carry out any other functions that may be set out within the Memorandum & Articles of Association. The Secretary can be a natural person or body corporate and need not be resident in the Republic of Ireland.

EEC Shareholders
The minimum number of shareholders is one, although our standard Memoranda and Articles of Association provide for two shareholders.

EEC Company Seal
Irish Law demands that all limited companies have an official seal.

EEC Disclaimer
Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. Europe Emirates Consultancy does not accept any responsibility, legal or otherwise, for any errors or omission.