Assistance with registering and conducting business in Ireland

Creating an entity in Ireland gives you access to one of the fastest-growing economies in Europe as well as a vibrant corporate climate. Due to its strategic position, modern infrastructure, and availability of highly trained labor, Ireland is a desirable site for enterprises looking to expand into new markets.

The local government supports export industries, and the country actively participates in international trade agreements. Thanks to its membership in the EU and access to its internal market, Ireland can become a preferential region for the development of trade operations in various sectors.

The publication delineates the process of enrolling an entity in Ireland, elucidating the prerequisites of this procedure, various types of entities accessible to foreigners intending to establish business operations in Ireland, and an overview of sectoral opportunities proffered by the country.

Why choose Ireland to register a company?

Setting up a business in Ireland can be a well-considered course of action for both nascent entrepreneurs and established international investors. Ireland enjoys a preeminent standing in the international commercial landscape and has cultivated a distinguished reputation as a nation that fosters entrepreneurial ventures. As evidenced by the World Bank's "Doing Business 2020" report, Ireland secured the 24th position out of 190 nations in terms of the facilitation of business operations, taking into account elements such as business formation, property registration, and safeguarding investor rights.

Perks of establishing a company in Ireland in 2024 include the advantageous geographical location of the nation, a resilient economy, and a flourishing entrepreneurial ecosystem. Other factors making the country appealing for financing encompass:

These factors contribute to creating a supportive and innovative environment for company establishment in Ireland.

Other benefits of opening an entity in Ireland:

• In the 2023 Index of Economic Freedom report, Ireland was ranked in the top 3 in global coverage and 2nd in Europe.
• It is possible to register a company in Ireland remotely.
• In the latest Human Development Country Index published in 2022 (data updates as of March 13th, 2024), Ireland was ranked 7th.
• Availability of an extensive network of more than 70 agreements on the elimination of double taxation.

All these features make setting up a company in Ireland a preferred option among budding entrepreneurs and established multinational corporations.

Business regulation in Ireland

There are no restrictions on foreign investments in Ireland. However, with the adoption of Regulation (EU) 2019/452 on the screening of foreign direct investments, which came into effect on October 11, 2020, Ireland is obliged to comply with its provisions. This directive creates a system for evaluating and managing overseas direct investments and is directly enforceable in Ireland.

Under the provisions of the regulation, Ireland is obligated to fulfill certain commitments, such as exchanging information on relevant investment transactions with the European Commission and other EU member states, if required. This aids in ensuring transparency and coordination in the realm of foreign investments within the EU, safeguarding the interests of member states and maintaining the security and reliability of the investment environment.

Certain businesses, such financial institutions, monetary transactions, and electronic communications, have mandatory clearance requirements. Both domestic and foreign commercial firms are eligible for these approvals. Since Ireland is a part of the European Union, trade and unrestricted market competition between it and other EU members are usually not limited. Nonetheless, conducting business in nations outside the European Union may be subject to restrictions and require extra authorizations and licenses.

There are no exchange controls or exchange regulations in Ireland. The Finance Minister has the authority to limit monetary transactions between Ireland and specific non-EU nations, as long as such limitations adhere to EU regulations.

Irish firms and other legal organizations are required to obtain and keep up-to-date information about their beneficial ownership in the Register of Beneficial Owners according to this regulation.

It is noteworthy that in 2015, the updated Companies Act 2014 came into effect, enacted with the objective of streamlining and enhancing the regulatory framework for enterprises in Ireland. This legislation encompasses numerous changes aimed at simplifying administrative procedures and improving transparency.

Some of the major changes that this law brought about include:

• Simplification of registration procedures for Irish companies.
• Introduction of new categories of companies, one of which is the company limited by guarantee (CLG).
• Improved reporting and disclosure requirements.
• Strengthening the protection of the rights of shareholders and other stakeholders.
• Clarification of procedures and rules governing the closure of firms in Ireland.

For further information on the implications of the Companies Act 2014 and the associated responsibilities of corporate officers, you may contact a member of our team to arrange a consultation regarding company registration in Ireland.

Enrollment of a company in Ireland by a non-resident: types of registered companies

If you plan to establish a company in Ireland, the first crucial step is selecting the corporate structure. When choosing the type of company to establish, several factors are typically considered, including the purpose, business model, and development plans. Foreign business entities wishing to set up a company in Ireland can choose from one of the corporate forms described below.

Registering a Ltd in Ireland is the most advantageous type of company for small and medium-sized enterprises. A Ltd is characterized by limited liability for its owners and flexibility in management. One of the initial steps to register a Ltd in Ireland is to appoint at least one founder and a minimum of one local director. The director is responsible for managing the company's day-to-day operations, making strategic decisions, overseeing personnel, and ensuring the company's objectives are met.

A secretary is appointed when a limited liability company has only one founder. In a firm with two or more founders, one of them has the right to perform the duties of the secretary. If you wish to establish a Ltd in Ireland, it is essential to know that such a business structure should have a registered office in the country. This is the location where your company’s business correspondence, such as invoices, is sent.

Ltd in Ireland should submit yearly reports with the Companies Registration Office. The established accounting system in this jurisdiction must be followed in the preparation of the yearly financial statements. Please be aware that depending on when the entity was enrolled in Ireland, there may be differences in the dates for making annual disclosures. It's critical that you meet these dates in order to prevent fines or legal repercussions.

Irish PLC registration. A Public Limited Company (PLC) can offer shares to the public and has greater flexibility in raising funds. Nonetheless, large conglomerates often choose this form of business. The maximum number of shareholders that a PLC may have is indefinite. Shareholders' accountability is limited to the capital they have provided. A PLC in Ireland needs to have a minimum starting capital of 25,000 EUR, of which 25% needs to be paid before the PLC may start doing business.

To submit an annual declaration for a PLC, registration in the national online declaration submission system is required. The annual declaration must encompass information regarding the corporate structure of the company, financial statements, tax calculations including corporate tax and other expenditures, along with any pertinent data. Annual declarations for PLCs in Ireland must be submitted no later than 9 months following the end of the reporting period.

Establishing a partnership in Ireland might be worth considering if collaborative business operations are anticipated. Irish law offers two primary options based on business requirements and goals: general partnerships and limited partnerships.

In a general partnership, the presence of a minimum of two full-fledged partners is required. This signifies that participants are not limited in their liability, and their personal assets may be utilized to settle entity debts. To create a Limited Partnership (LP) in Ireland, the involvement of at least two individuals or legal persons is necessary. In an LP, there must be at least one general partner and one silent partner. General partners possess unrestricted liability for the undertakings of the LP and hold authorization for administration, whereas limited partners are exempt from obligations exceeding their capital contribution and are excluded from participating in management. Consequently, general partners assume a more hands-on approach to administration and shoulder increased risk, whereas limited partners provide capital without engaging directly in administration. If you are interested in enrolling an LP in Ireland, it should be noted that the general partner should be a citizen of Ireland, while the silent partner may be a foreign resident.

Another option for those planning to establish an offshore presence in Ireland is the Limited Liability Partnership (LLP). LLPs in Ireland typically serve as a viable instrument for tax planning purposes. Profits derived from the partnership are distributed among the participants, with each participant individually liable for taxes on their respective share of profits. Furthermore, the country's government has entered into numerous Double Taxation Agreements (DTA) with various nations. These agreements ensure tax protection and prevent double taxation for both Irish residents and foreign partners. When an LLP partner is not a resident of Ireland, the application of the relevant DTA helps create a favorable tax regime.

Registration of a Company Limited by Guarantee (CLG) in Ireland involves the establishment of a private entity typically utilized for charitable and non-profit organizations. The process entails the formation of an entity comprising a minimum of seven members. A distinctive feature of CLG is the presence of members who act as guarantors, undertaking to contribute a specified sum in the event of financial exigencies faced by the organization. Incorporation of a Designated Activity Company (DAC) in Ireland typically serves specific activities such as banking services or insurance. A DAC provides limited liability protection for its members, safeguarding their personal assets from potential business debts. Governance must be exercised by no fewer than 2 directors, one of whom must be local. Such a structure may qualify for audit exemption rights.

Establishing a branch in Ireland is open to any lawful entity registered in any jurisdiction globally. This branch functions as a direct continuation of the parent company, maintaining a degree of independence. There's the option for the entity to either select a new name for registration or mirror the name of the foreign organization. Authorization from the regulatory body in Ireland is necessary for the branch to commence operations. Branches can participate in various activities such as sales, marketing, manufacturing, logistics, depending on the core operations of the parent entity.

To open a branch of a foreign company in Ireland, the following information must be submitted:

1. Copies of the Memorandum and Charter of the foreign enterprise.
2. A duplicate of the Certificate of Registration of the foreign entity.
3. List of directors.
4. The name and address of the person resident in Ireland authorized to accept documents on behalf of the company.
5. Ireland branch address.

Important! If company documents are not drafted in English or Irish languages, a notarized translation is required. If you wish to expedite company registration in Ireland, the option to purchase an already registered entity is also available.

The acquisition of an entity in Ireland can be an efficacious strategic maneuver for entrepreneurs, affording the opportunity to align operations with their needs and swiftly establish presence in key sectors of the country.

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Procedure for registering an Irish enterprise

In Ireland, the initiation of entrepreneurial endeavors requires conformance with particular licensing and registration requirements. By registering international businesses, the CRO guarantees openness and adherence to regulations. Extra licensing requirements may be imposed by local authorities based on the type of business and its location.

The registration of a business in Ireland can be expedited within relatively short time frames provided that all requisite documentation is submitted, applications are duly completed, and relevant fees are remitted. Hence, the primary prerequisites for company registration in Ireland:

1. Select a corporate form.
2. Submit your original naming for approval.
3. Draw up constituent documents.
4. Pay registration fees.
5. Submit an application and package of papers to CRO.

Upon verification and successful approval of your application, a Certificate of Registration will be issued, following which a bank account must be opened in Ireland in the name of your entity. If the industry in which you intend to operate is regulated, applications for the relevant license and for the acquisition of other regulatory documents must be filed.

An Irish company's obligations regarding legitimate compliance and corporate governance include:

• Holding annual meetings.
• All enterprises should file a yearly return with the CRO.
• Any company generating revenue exceeding EUR 8.3 million must furnish and deliver audited monetary statements. Holding companies and subsidiaries based in Ireland are also obligated to present audited financial records.
• A tax report should be submitted for taxes paid by the entity.
• A company has to have substance in Ireland (i.e., an Irish or EU resident director, local staff, a physical office there, and business conducted in Ireland) in order to register for VAT.
• The appointment of a local secretary is required.
• The CRO must approve the name choice, and it cannot contain the terms "Holding," "Ireland," "International," or any other combination that appears in any other business name on the Register.

Let's clarify the following: it is customary practice when registering companies abroad to engage the services of registered agents. However, there may be reasons why company owners may decide to transfer the service of an Irish company to another agent.

Professionals at YB Case boast substantial expertise in the realm of global corporate law, empowering us to furnish our clientele with thorough assistance throughout the transfer of an Irish enterprise to another entity. Leveraging the extensive experience of our team, we guarantee top-tier guidance and support throughout each phase of this procedure, meticulously considering all intricacies and adhering to international regulations and Irish corporate norms.

Setting up a holding company in Ireland

A parent company operates as a business entity mainly focused on owning and overseeing other businesses, referred to as subsidiary firms. Instead of directly engaging in activities or manufacturing products and services, the main function of a parent company is to manage its investments and holdings, generally consisting of shares and ownership interests in subsidiary firms. By holding a controlling stake in shares, the parent company gains the power to impact the strategic choices of its subsidiaries, designate directors, and exercise voting rights in their overall management.

The main reasons to create a holding company in Ireland:

1. Reducing exposure by diversifying investments across multiple industries and enterprises, lessening the effects of a decline in any specific sector.
2. Shielding assets and investments from legal risks as each branch operates as an independent legal entity.
3. Parent corporations can leverage their assets to purchase other enterprises or integrate with current ones.

The prerequisites for establishing a parent company in Ireland closely resemble those for private or public limited liability firms. The main fiscal benefits for local parent companies in Ireland:

1. In Ireland, holding companies can avoid capital gains tax when selling shares to residents of EU countries or nations with double taxation avoidance agreements. To qualify, the shares acquired must entitle the holder to at least 5% of the company's profits and assets upon liquidation. This can be met if the shares are sold within two years of purchase, provided the holder has owned them for at least 12 consecutive months. Additionally, shares of affiliated group companies can also fulfill these criteria if the holding company has ownership stakes in them.
2. The Finance Act 2008 simplifies taxation on foreign dividends by setting a flat tax rate of 12.5% for dividends received from foreign companies residing in EU member states or having double taxation agreements with Ireland. This streamlined approach aims to optimize tax collection while fostering international business relations by providing a clear and consistent framework for taxation on foreign investment returns.
3. A company registered in Ireland may avail itself of benefits regarding the exemption from double taxation for taxes paid in foreign branches and the consolidation of reserves for unused credits. If income derived by an Irish company from its foreign branch exceeds the tax paid in that country, the excess tax may be applied as a credit against other income from foreign branches in the same year.
4. In Ireland, there are no Controlled Foreign Company Rules (CFC), enabling Irish companies to hold shares in enterprises domiciled in other jurisdictions without the necessity of repatriating profits to Ireland. Many other international holding companies are subject to CFC rules that may constrain their rights to invest in various countries.

One of Ireland's key advantages as a location for hosting a holding company is the opportunity to integrate holding activities with operational functions, such as shared services, group management, treasury operations, as well as research and development activities.

Business opportunities in Ireland

Located in Western Europe, Ireland ranks among the most interconnected and accessible countries globally. Its geographic positioning, proximity to Europe, America, and the Middle East, robust economy, low taxes, and conducive business environment make it a popular choice among international entrepreneurs seeking avenues to expand their enterprises. Foreign investors can establish a company in Ireland across a broad spectrum of sectors.

Some of the most promising startup opportunities in Ireland are outlined in the table below.

Opening an account in Ireland

Opening a corporate bank account in Ireland, onto which the initial minimum capital shall be deposited, stands as a pivotal stage in the registration procedure. It is worth noting that the initiation of an account in an Irish banking institution is a sought-after requisition for several reasons:

• The Irish banking system is one of the most reliable and stable in the European region, which attracts many individual investors and companies wishing to protect their assets.
• Ireland is a member of the EU and uses the euro, which provides convenience for those who live or plan to live or do business in the eurozone.
• The government offers various tax breaks and incentives, making the country an attractive place to conduct financial transactions and do business.
• Irish banks are well-connected internationally and provide a wide range of international transfer and payment services, which is useful for those doing business or having financial connections with other countries.

To open a business account in Ireland, one of the directors is usually required to have at least one face-to-face meeting with a bank representative. As an alternative, you can open an account in a payment system for a company from Ireland.

To open a commercial bank account in Ireland, you will need the following basic documentation:

• Application for registration of an account.
• Registration certificate.
• Constituent documents of the company.
• Data of directors/founders, as well as ultimate beneficiaries. The bank may ask for copies of passports or other identification documents of the above-mentioned persons to confirm their identities.
• Business plan. Some banks may ask you to provide a business plan that outlines the company's goals, strategies and forecasts for the company's development.

It is important to note that requirements may vary slightly depending on the bank you plan to work with and the type of account you choose.

In the Irish banking services market, there exists a considerable array of both domestic and international banks with established reputations. Among the options for opening a corporate account in Ireland for non-residents within the framework are Bank of Ireland, Allied Irish Banks (AIB), and Permanent TSB.

The Bank of Ireland Group, one of the largest financial conglomerates in Ireland, traces its origins back to 1783. Positioned as one of the traditional Irish "Big Four" banks, it offers a comprehensive array of services to individual, business, and corporate clients, encompassing current and savings accounts, mortgage facilities, and investment products. Operating through an extensive branch network across Ireland, it also provides online and mobile banking solutions. Furthermore, it maintains a significant presence in the UK market.

Application for opening an account with Bank of Ireland by individual entrepreneurs can be submitted online. If an application is made for the registration of an account for a partnership or Ltd, a personal meeting of a company representative with a bank consultant is required to initiate the application review process.

AIB is a major group providing financial services primarily in Ireland and the United Kingdom. The bank segments its banking products by age and scale of business (e.g., startup or established company), sector. There is a wide range of business accounts available, and it is easy to find one that suits your needs. The bank has a network of branches and ATMs.

Permanent TSB was formed as a result of the merger between Trustee Savings Bank (unrelated to TSB Bank) and Irish Permanent. This institution provides business current accounts and other financial products such as loans and overdrafts. It also boasts a dedicated business banking team. Applications for opening an account can be submitted online regardless of the entrepreneur's legal status (sole proprietorship, partnership, limited liability company).

Features of tax planning in Ireland

The main categories of business taxes are described below.

In Ireland, the initial fiscal period for a corporation begins on the day of its incorporation and concludes within a maximum of 18 months thereafter. Subsequent fiscal years typically span 12 months but may vary by up to seven days at the discretion of the directors. All domestic public companies and foreign listings, with the exception of those from jurisdictions with standards deemed equivalent to IFRS by the EU, must adhere to IFRS standards.

When it comes to auditing in Ireland, the audit of companies is mandatory. Companies whose turnover does not exceed a certain amount (usually up to €8.3 million) may prepare and submit simplified financial statements, but they must still undergo an audit. The auditor must be registered in The Register of Statutory Auditors in Ireland. They will conduct an independent examination of the company's financial statements and issue an audit opinion, which will be attached to the financial reporting.

The proper management of accounting and tax records aids enterprises in averting adverse ramifications and ensures their financial resilience. Hence, it is imperative to engage proficient specialists possessing requisite expertise, enabling them to render competent accounting services in Ireland.

Opening a company in Ireland: tax incentive system

The government has devised incentives to reduce taxes for companies operating in specific sectors. For instance, a patent box regime has been introduced. Corporations registered in this jurisdiction engaged in innovative activities can avail themselves of the patent box regime, enabling them to tax a portion of their profits at a rate of 6.25%. The government proposes a tax credit of up to 25% on expenditures related to qualified research and development for corporations engaged in R&D activities.

In addition, authorities have devised a program of tax incentives for startups in Ireland operating within the initial three years of their activity. Startups may qualify for tax exemptions on profits up to €320,000 for the first two years and up to €250,000 for the third year.

The Sustainable Energy Authority of Ireland Grants Program (SEAI). Investors may apply for grants from SEAI to finance projects in energy-saving technologies across various sectors.

Startup incentives in Ireland

Authorities have created a number of incentives to empower and encourage businesses in order to develop a dynamic business climate. Knowing these incentives might be crucial for international businesses considering an Irish market entrance in determining their strategic course of action. Ireland's Enterprise, the nation's development agency, provides invaluable assistance to businesses through Enterprise Ireland. This organization provides funding and consulting to help new companies get through the very competitive market.

1. The SURE initiative provides tax incentives for entrepreneurs investing capital in their own businesses. This stimulus aims to increase interest in registering an Irish company, attract more foreign entrepreneurs by offering a partial refund of income tax paid for the six years prior to commencing business.
2. Through this program, small businesses receive €5,000 vouchers to tap into the expertise of Irish knowledge providers. This aims to boost innovation and make these businesses more competitive.
3. The Competitive Start Fund is a special fund managed by Enterprise Ireland that provides financial support to early-stage startups. It's designed to help these startups in important industries reach key goals faster and grow more quickly.
4. Microfinance Ireland. Loans for small businesses ranging from 2,000 to 25,000 euros are available through Microfinance Ireland (MFI). The loan term typically spans 3 years, with a 1% discount off the annual interest rate when applying through the local office of the enterprise. Upon receipt of all documents, a credit decision will be rendered within 10 business days. The credit is open to sole traders, partnerships, and limited liability companies with fewer than 10 employees and an annual turnover of up to 2 million euros.

Conclusion

Ireland is a prime destination for foreign investors looking to register European companies, boasting a robust entrepreneur environment. Registering a company, particularly as a Ltd, is popular for both startups and multinational corporations. Notably, at least one director must be a resident of an EEA country. A key advantage is the ability to register without a visit. For expert guidance on investment regulations and incorporation processes in Ireland, consider consulting with YB Case. Their specialists offer comprehensive support throughout the process. Contact them via the provided website details.