Open a Company in Ireland
Open a Company in IrelandUpdated on Monday 18th January 2021
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Foreign investors coming to Ireland have various choices when it comes to the industries they can start businesses in. Apart from these, they can also choose to operate their companies under several legal entities. What is not different, however, is the incorporation procedure they all need to comply with.
Opening a company in Ireland is not complicated, however, entrepreneurs need to pay attention to the documents they need to prepare and file with the relevant authorities. Our lawyers in Ireland can be your guide to setting up a business in this country in the shortest timeframe possible.
What types of business forms can be registered in Ireland?
The following types of companies are available for incorporation in Ireland:
- the private company limited by shares which is one of the most employed type of entities in Ireland;
- the designated activity company which requires at least two directors;
- the designated activity company limited by guarantee which is similar to the designated activity company;
- the company limited by guarantee which is not subject to any share capital requirement;
- the public limited liability company which similar to joint stock companies in other European countries;
- the unlimited company under which shareholders are fully liable for the business’ debts.
Apart from these, foreign investors can also operate under sole proprietorships and partnerships. Also, foreign companies can set up branch offices and subsidiaries if they want to complete commercial activities in Ireland, while the liaison office can be used for marketing and prospecting activities.
Businessmen interested in opening a company in Ireland can select one of the several legal entities available under the Irish legislation and our team of lawyers in Dublin can help in choosing the most suitable business form, in accordance with the capital that will be invested in the company, the business purpose for which the company will be set up and other relevant matters.You may find below the main types of companies available for incorporation in Ireland. In case you want to relocate to Ireland or if you need immigration services in order to move to another European country, for example Switzerland, we can put you in contact with out reliable partners.
The Irish private limited liability company is the most common business form registered in this country, formed by members whose liability is limited to the amount stated by the memorandum of association, to the extent of their initial contribution. At least one founder is necessary in order to incorporate this type of entity. If you are interested in setting this type of company in this country, our team of lawyers in Dublin, Ireland can help in this procedure, by handling the entire process of opening a private limited liability company.
A public company limited by shares has its shares registered at the Stock Exchange and has no restriction on the number of shareholders. At least EUR 38,000 must be at the disposal of the company from which at least 25% must be paid up at registration.
Companies limited by guarantee without having a share capital are usually set up in order to give corporate protection to entities such as sport clubs, charities or trade associations. These entities are required to deposit audited accounts every year at the Companies Registration Office and must have at least seven members.
A limited liability partnership in Ireland consists of at least one general partner and one silent partner. The partnership should not consist of more than 20 persons or more than 10 persons, if carrying business operations related to the banking sector. The general partners are liable for all the debts and obligations of the entity and it is also important to know that a partnership can be incorporated by natural persons or corporate bodies.
Unlike the limited liability partnership, the general partnerships are formed by members with full liability and the same decisional powers in the entity. Their personal assets are not protected in the situation in which the partnership will enter the liquidation procedure. Our team of lawyers in Dublin can offer more information on other characteristics of local partnerships. In case you are interested in starting a company in another European country, such as Denmark, we recommend our partners - LawyersDenmark.com.
We also like to remind investors that we can assist with personal matters, such as divorce in Ireland.
DAC companies in Ireland
Those who want to start a business in Ireland should know that the new Companies Act, which entered into force in 2015, prescribes new types of business forms. For example, under the new legislation, businessmen can also set up a designated activity company (DAC) limited by shares or a DAC limited by guarantee.
The DAC limited by shares is registered based a constitution, in which the company’s founders will also need to provide a specific business purpose for which the company was set up. The constitution of a DAC limited by shares is comprised of the standard company incorporation documents – the articles of association and the memorandum.
When setting up this business form, it is compulsory to appoint two directors, and the legal entity must incorporate in the company’s trading name the words “Designated Activity Company”. Unlike other types of legal entities, the Irish DAC is entitled to file for an audit exemption.
Just like in the case of a DAC limited by shares, the DAC limited by guarantee is incorporated based by signing a constitution. The difference is given by the liability of the company’s shareholders, which is comprised of the following: the amount of the unpaid shares they own in the company, and the amount they have participated with at the company’s capital.
The video below shows the main steps to open a company in Ireland:
What are the main steps for opening a company in Ireland?
The following steps must be completed when starting a business in Ireland:
- choose an appropriate legal form for the company (our lawyers in Ireland can help establish a suitable type of business entity);
- choose and reserve a trading name (at least 3 names must be proposed in order to make sure the selected one is unique);
- find a suitable location that can be used as a registered address for the company;
- draft and notarize the company’s statutory documents (these can be represented by articles of association, constitution, or partnership agreement);
- open the corporate bank account in which the share capital will be deposited;
- register with the Trade Register and tax authorities in the city the company will operate in;
- apply for the necessary business permits and licenses in accordance with the operations to be completed.
An Irish company can be registered once the founder, who is engaged in the company’s formation procedure, swears before a Commissioner for Oaths or a Practicing Solicitor that the company is compliant with the Irish Companies Acts. After that, the founder must register the company with the Companies Registration Office, which will issue a certificate of registration. The company is then required to make a company stamp which is used in the majority of the commercial transactions.
The last step is registering for the corporation tax, social insurance and VAT with the Revenue Commissioners. The company is immediately registered for PAYE/PRSI after depositing the necessary documents. VAT registration requires an additional 5–10 working days period of registration. Our team of Irish lawyers has an extensive experience in legal and company formation matters and can provide investors with legal consultancy in order to incorporate their companies in Ireland as soon as possible.
What is the minimum share capital of LLC and SA in Ireland?
The founders of a private limited liability company in Ireland are not required to provide a minimum share capital at registration, while the members of a public company limited by shares must deposit at least EUR 38,000 upon its incorporation. Another business form that does not require any minimum share capital is the sole trader, which can be registered by a single natural person. Our lawyers in Dublin can give you more details about this matter.
What documents are required for the incorporation of a company in Ireland?
When opening a company in Ireland, the investors will have to provide a set of documents, that are compulsory for the registration procedure. Our team of Irish lawyers can provide in-depth information regarding the documents mentioned below; these documents are necessary for almost all the business forms that are available for registration in this country :
- the memorandum and articles of association – the statutory documents of a company set up as a private or public limited liability company;
- a list of the company’s shareholders, as well as a list of the company’s directors and company secretary;
- a declaration regarding the authorized and issued share capital and a declaration regarding the registered office;
- a declaration regarding the main business activities and the address where the company will operate.
The consultants at our law firm in Ireland can submit the necessary documents at the Companies Registration Office and can also help you obtain the social insurance and VAT number, which represent further procedures related to the registration of a local business.
Statutory document for Irish companies
The most important documents that need to be drafted upon the opening of a company in Ireland are the constitution, articles of association, or partnership agreements, depending on the selected business form.
Most types of companies in Ireland operate as private limited liability companies which means they need to have articles of association. These must contain detailed information on the shareholders, their contributions to the share capital, the number and classes of shares issued, the legal address of the company and other relevant information.
Under the new Companies Law which was amended a few years ago, future business owners can use prescribed articles of association they can use in order to register the company in a fast manner. Our law firm in Ireland can assist with this procedure.
Company management requirements in Ireland
Apart from sole proprietorships which are simple business forms in which the owner will also handle the management of the business, all other legal entities need to appoint one or more directors. Depending on the structure of the company, these must have at least one or two resident directors. While private companies must have at least one director, the public one must have a minimum of two directors.
Company directors can be Irish or EU/EEA residents, however, non-EU ones can also obtain residence permits which is a matter our Irish lawyers can help with.
How quickly can I incorporate my company in Ireland?
Irish companies are established in a short period of time by completing four steps. Each process is completed in one to two days, except registering with the Companies Registration Office which takes approximately 7 days. The entire registration procedure is completed in approximately one week and our Irish lawyers can provide you with full assistance throughout this process.
Why start a company in Ireland?
Ireland is one of the most prolific economies in the European Union and many investors from both EU and non-EU countries come here to set up businesses in sectors like IT&C, pharmaceuticals and research and development.
From an economic point of view, Ireland:
- has one of the lowest corporate tax rates in the EU of 12.5% which is further completed by various tax incentives;
- ranks 1st among EU countries in terms of easiness of doing business according to the World Bank;
- registered a 5.5% real Gross Domestic Product (GDP) increase in 2019;
- is expected to reach a 6% increase in the GDP in 2021, after the contraction expected in 2020 due to the pandemic;
- is also expected to register a 4% growth in private consumption in 2021 after recovering from this year’s drop.
For further details or for a personalized offer, please contact our law firm in Ireland; our attorneys who can also put you in touch with other lawyers in different countries, such as Cayman Islands, Bahrain, Kazakhstan, if you are interested in starting a business in other countries as well.
Contact us if you need business advice or if you need personal services, such as assistance for divorce in Ireland.