Set up a company in Ireland: the basics of how to register a business
Ireland offers many advantages for businesses.
Boasting one of the lowest corporate tax rates in Europe, incentives for research and development, and tax cuts for startups, it’s a haven for many businesses and a gateway to Europe in the post-Brexit British Isles.
Before we look at the steps required to register your company in Ireland, there are a few things to consider.
You need to open a business bank account in the EU. This is just good business, after all, allowing you to easily track expenses and keep clear records in case a revenue agency audits your business. It’ll also make it easier for you to apply for a business line of credit or a business loan.
Moreover, Ireland’s currency is the euro. You want to avoid the high transfer fees, particularly if you’re trading in the UK.
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This article at a glance
Setting up a new company is stressful, especially if you’re a non-resident and are unfamiliar with what’s required. In this article, we will guide you through what you need for an Irish company registration and formation, and how to register a limited company in Ireland.
How to set up a company in Ireland?
Before we dive into registering an Irish company, have a read on what to start with when expanding your business overseas.
Now that you’re all caught up, here’s a step-by-step guide on what you should do when forming your company in Ireland.
Decide on the legal structure of your business
The legal structure of your business determines your company type. It depends on the kind of business you’re running, who you will be doing your business with, and your risk attitude.
There are three main types of companies you can register:
- Sole trader
You’re self-employed and do not have any business partners. You have to register as a self-employed person with revenue and register your business name (if any) with the Companies Registration Office (CRO).
Remember, choosing to set up your company as a sole trader is easier, but comes with risk. Your personal assets may be used to pay creditors if your business fails.
You can set up a partnership if you have one or more business partners. Each partner must pay income tax, PRSI and USC on their share of the company’s profits. It’s highly recommended that you get a solicitor or legal firm to draw up your partnership agreement, to state that each partner is jointly and equally responsible for the business and that all partners are to share the debt if the business fails.
- Limited company
Forming a limited company is what most merchants opt for. In a limited company, the owner and their business are treated as separate entities. This means that if your company fails or goes into debt, creditors can only claim the assets of your company, and not your personal assets.
In the following section, we will go through how you can register your limited company.
Come up with a company name
You need a unique name for your new company, in order to differentiate between all other Irish Registered Companies. There are generally no limitations to choosing your company name, although there are some points you should know.
- Use of certain words including ‘bank', ‘insurance' or ‘group' require special permission
- Names that are considered offensive or imply State Sponsorship cannot be used
- Non-descriptive words such as ‘solutions', ‘international' or ‘holdings' are discounted
It’s possible to reserve your company name online for € 25. Note that you can only reserve the name for up to 28 days. The good news is that you can check if your proposed name has already been taken on the CRO register, and in the case where your proposed name is not acceptable, you’ll be informed immediately on screen at no cost.
Prepare your company constitution
Following the Companies Act 2014, it’s mandatory to have a company constitution. You can choose to write it yourself, but we highly recommend that you engage a licensed company formation agent or corporate service provider to ensure that your constitution is aligned with the Companies Act.
Your company constitution lays down the rules that govern your company. It defines the relationships between the company, shareholders, director and other officers of the company. You have to file your constitution with the CRO upon incorporation, and if a new constitution has been made, a resolution of shareholders must be passed and then filed with the CRO in order for it to take effect.
Clauses to include in your constitution are:
- Company name
- Company type
- Objects clause
- Shares, and types of shares
- Share certificates
- Transfer of shares
- Shareholder loans
- Repayment of investment
- Meetings of board directors
- Weight of votes at meetings
- Company documents
- Company directors
- Company Secretary
- Power and duties of directors
- Conflicts of interests
- Company seal
- Arbitration clause
Get a registered company address
This refers to the official address of your company, and it must be located in the Republic of Ireland. Official letters and correspondence will be posted to this registered company address, and it must be registered with the CRO.
Appoint your company directors
In order to appoint a director, you need to give the following information when you register with the CRO:
- Full name
- Usual residential address
- Date of birth
- Business occupation
- Names of other companies that the individual is a director of
If your company is a private limited company, you can choose to appoint more than one director. In this case, you must appoint a separate company secretary. It’s also important to note that at least one of the proposed directors of your company must be a resident within the European Economic Area (EEA).
However, you might be exempted from this requirement if your company has no EEA-resident director, as long as they can prove that there is a “real and continuous link with one or more economic activities in the State”. All directors of your company must be above 18 years old.
Register with the Companies Registration Office (CRO)
To successfully set up your limited company, you must register with the CRO, submit all documents required, and pay the registration fee. All annual return reports and accounts must be submitted to the CRO every year.
Pay the required fees
Electronic payments can be made for your registration fees, and documents filed electronically carry a lower fee. In some cases, you might not even be required to pay any fees. Refer to the CRO guide on fees payable here.
Can a foreigner register a company in Ireland?
Yes, foreigners and non-EU residents can register their companies in Ireland. There are even company formation agents such as Fusion Formations that help foreign businesspeople register their Irish companies. Such services help when you’re confused about the steps to incorporation, handling the administrative paperwork and submitting them to the CRO on your behalf. All you need to do is to provide the relevant information.
Keep in mind that if you’re a non-resident, and you’re not setting up as a sole trader, your company can have more than one director. However, it’s a must to have at least one director who is a resident in any of the European Economic Area (EEA) member countries.
If you engage a company formation agent, you might not even be required to be physically present in Ireland. You can send over e-documents from your home country.
What does it cost to set up a limited company in Ireland?
As with all company set-ups, there is no fixed cost. This depends on:
- The type of company you’re registering (the fees will be dependent on CRO)
- Whether you’re handling the entire process yourself or engaging a formation agent
- Where your office is (rental costs vary with location)
- Number of partners, directors, and/or stakeholders involved
- Other miscellaneous overheads.
What is required to set up a company in Ireland?
You need to submit the following documents on CORE, together with the registration fee:
- Form A1. You can only complete Form A1 online for company incorporations.
- Company constitution. You may refer to this link for what a constitution looks like.
Is it better to set up a company in Ireland or the UK?
There’s no right answer to this question. Setting up and registering your company in Ireland has its advantages, but there are benefits to choosing the UK as well. Below, we list some advantages of setting up an Irish company.
- The corporate tax rate of 12.5% is one of the lowest in the European Union (EU). It’s also important to note that Ireland offers tax incentives and funding for certain business activities such as research & development.
- Tax exemptions for start-up companies are an attractive incentive for new international merchants. Start-up companies with a tax liability of less than € 40,000 per year can expect a three-year remission from taxation on profits and capital gains.
- Marginal relief of between € 40,000 — € 60,000 applies to certain companies. Conditions include the type of trade and are linked to the number of employers' PRSI (Pay Related Social Contributions) up to € 5,000 per employee.
How long does it take to set up a Limited Company in Ireland?
Once you have all the required documents on hand, the whole incorporation process takes about three days. The CRO usually takes two to three days to process the incorporation.
However, any errors in your application could make the process take longer. On certain occasions, you might have to re-apply.
Do I need an address in Ireland?
Yes, you need a registered company address in order for the CRO to process your application. This registered company address must be a location in Ireland and not any other overseas address. If there are any company directors, all directors are also required to submit their residential addresses.
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