Company formation in Ireland

Company formation in Ireland: a step-by-step guide for non-residents

Company formation in Irealnd is about choosing one of the most attractive jurisdictions to start your business. The corporate tax in Ireland is only 12.5%, registration takes a few days, and the business climate is simply ideal for most cases. Mega-corporations such as Google, RyanAir, Amazon, Apple and others have found themselves a home in Ireland.

Want to learn how to open a company in Ireland without unnecessary stress and bureaucracy? Then let's go ☘️

Types of companies that can be set up in Ireland

Under the Companies Act 2014, Irish companies fall into two main categories:

• Private companies (LTD, CLG, ULC) – suitable for small to medium-sized businesses, charitable projects, or more specialised structures.
• Public companies (PLC, PULC, PUC) – this is where the big players come in, often with stock exchange ambitions and large-scale operations.

👉 The most popular company type in Ireland is the LTD (Private Company Limited by Shares). It’s a limited liability company, meaning shareholders are only responsible for the company’s debts up to the amount they’ve invested — not with their personal assets. This structure significantly reduces risk. On top of that, it’s a perfect choice for flexible management with minimal fuss.

Can you change your company type later on?

Yes, you can! Even if you’ve already registered a company in Ireland and later change your mind — it’s possible to switch the company type. All you need is the agreement of all members and a special resolution. Just keep in mind that your company must meet all the legal requirements for the new structure.

How to register a company in Ireland remotely

We’ve got you covered with a step-by-step guide to registering a company in Ireland:

🔹 Step 1: Prepare the documents for submission to the Companies Registration Office (CRO)

Time for some paperwork magic — abracadabra and you’re good to go:

• Form A1 – includes your company name, registered address, directors, secretary, and a short description of what the company will actually do (and no, “business” isn’t specific enough);
• Company Constitution – the internal rulebook that sets out how your company will operate;
• Form VIF (Verification of Identity Form) – to be filled in for each director, along with ID verification and supporting documents.

🔹 Step 2: Submit the documents to the CRO

The directors and company secretary sign a declaration, and then all documents — along with the registration fee — are submitted to the Companies Registration Office in Ireland.

🔹 Step 3: Review and issuance of the Certificate

The CRO checks if everything is in line with legal requirements. Once approved, you’ll receive a Certificate of Incorporation, and voilà — your company is officially registered.

Ready-made (shelf) companies in Ireland: a head start with minimum stress

Need to launch your business yesterday? In some cases, we have access to ready-made Irish companies (so-called “shelf companies”) — already registered, with a bank account and full documentation in place. We don’t always keep them “in stock,” but if you’re looking to fast-track your setup, just drop us a message — we’ll let you know what’s currently available.

Purchasing shelf company in Ireland is usually a more expensive venture if compared to incorporation from scratch.

Let us know if you with to purchase a ready-made company in Ireland and we will check if there is any companies available.

Branch or Subsidiary - which one is best

If your existing company is looking to expand into Ireland, you have two main options: register a branch or set up a subsidiary. Think of it as the difference between visiting your friend for a cup of tea as opposite to moving in with all your luggage.

• A branch is not a separate legal entity — it’s simply an extension of the parent company. Its liabilities are those of the parent company. It must file the parent’s annual accounts, maintain proper bookkeeping in Ireland, and pay tax on profits generated locally.
• A subsidiary, on the other hand, is a fully independent legal entity. It can enter into contracts, own assets, and is responsible for its own debts. For the parent company, this means limited risk — only up to the amount invested.

Foreign businesses starting operations in Ireland must register either a branch or a subsidiary with the Companies Registration Office (CRO) within one month of commencing activity.

📌 Important! Transactions with subsidiaries must follow the arm’s length principle — meaning all pricing should reflect market rates, to ensure a fair and compliant tax base.

Legal and regulatory requirements when setting up a company in Ireland

Choosing a Company Name in Ireland

• Your company name must be unique and clearly distinguishable from existing ones. The CRO won’t accept “Microsoft2” or “Gugell” — nice try though.
• It must not imply government affiliation or official endorsement. Words like “bank” or “insurance company” might sound impressive, but you’ll need the appropriate licences to use them.
• You cannot reserve a company name in advance for an LTD, but we can check its availability through the CRO’s online search tool.

Company's Constitution / Articles of Association

In the past, you had to submit two separate documents: a memorandum and articles of association. Thankfully, things are simpler now — just one document: the Company Constitution. This is the main founding document of your company and includes:

• Mandatory provisions: company name, objectives, and type of company;
• Optional provisions: shareholder rights, directors’ powers, general meetings.

📌 The constitution defines how your company operates. Without it, your company is like an Irish village without a pub — something just doesn’t feel right.

Registered office address in Ireland

📬Every Irish company is legally required to have a registered office address located within the Republic of Ireland. This is the official address where all correspondence from Irish government authorities will be sent.

Director for an Irish company

🔹 At least one director is required, and they must be a natural person (not a legal entity).
🔹 An Irish resident director is not mandatory, but here’s the key point:

At least one director must be a resident of the European Economic Area (EEA).
Important: This refers to residency, not citizenship.

What if none of your directors are EEA residents? You’ve got three options:

1. Section 137 Bond – an insurance bond of €25,000 valid for two years;
2. Prove a real link to Ireland – via a certificate from the Irish Revenue;
3. Appoint a nominee director based in Ireland.

Who cannot act as a director? 🚫 Individuals who are:

• Under 18 years old;
• Undischarged bankrupts;
• Disqualified under Irish law;
• Already acting as directors in 25 companies (excluding holding companies and PLCs).

If your directors are non-residents:

Hold board meetings in Ireland (online is fine!) and keep clear minutes. This helps prove that strategic decisions are made in Ireland — an important factor for establishing corporate tax residency.

🧑‍💼 Nominee director services in Ireland

If none of your directors meet the EEA residency requirement, we can provide a nominee director. This helps you stay compliant with the CRO without unnecessary stress. It’s not just a box-ticking exercise — everything is done officially, under a contract, and without interfering in your business operations.

Shareholders and Share Capital in an Irish Company

In an Irish Limited Company (LTD), shareholders can be individuals or legal entities, regardless of their country of residence or registration. If there are multiple shareholders or investors involved, it’s highly recommended to sign a Shareholders’ Agreement to clearly define key management mechanisms, entry and exit rules, and general governance of the company.

There are no minimum share capital requirements. However, the authorised share capital (i.e. the maximum capital allowed) is stated in the company’s Constitution and can be amended by shareholder resolution. In an LTD, directors can allot shares without shareholder approval, unless stated otherwise in the Constitution. There may also be restrictions on share transfers — for example, requiring board approval.

❗️ At least one share must be issued — otherwise, LTD cannot be registered. You can create different classes of shares (A, B, C, etc.), each with its own rights — such as voting rights, entitlement to dividends, or priority rights in the event of liquidation.

If there’s a change in the shareholder structure, share capital, or similar updates, you must notify the Companies Registration Office (CRO) within 15 days.

📄 Upon registration, a share certificate is issued to each shareholder, specifying the company name, share class, nominal value, and, if applicable, any unpaid capital.

Corporate secretary

A company's secretary is not optional, it’s a legal requirement.

🧾 Who can act as a company's secretary?

• One of the directors (if there are at least two);
• A separate individual or a corporate body.

❗️ If your company has a sole director, the secretary must be a different person. You can’t wear all the hats — director, accountant, and secretary — in a one-person show.

What does a company secretary actually do?

1. Maintains statutory registers — of shareholders, directors, and charges;
2. Keeps company details up to date — including changes in ownership, directorship, or obligations;
3. Files documents with the CRO — annual returns, structure changes, updates to the Constitution;
4. Oversees meeting records — minutes of board meetings, shareholder meetings, and major decisions.

📌 Timely filings with the CRO and a competent secretary are key to keeping your company in good standing — meaning fully compliant with Irish law.

Annual General Meeting (AGM)

Irish law values structure and consistency — that’s why holding an Annual General Meeting (AGM) is mandatory. During the AGM, shareholders approve financial statements, review company strategy, and generally make sure everything is on track.

📅When should you hold the first AGM for your Irish company?

• The first AGM must be held within 18 months of the company’s incorporation;
• After that, AGMs must be held annually, with no more than 15 months between meetings.

Tax number in Ireland, VAT, VIES: being in full compliance with the law

Once your company is registered in Ireland, it’s time to take the next step: applying for a tax number, and registering for VAT and possibly VIES.

📌 Tax Number: What Do You Need to Provide?

The Irish Revenue Commissioners want to see that you’re a genuine business, not just a shell company. So, at the application stage, you’ll need to submit:

• Your registered office and business address;
• A description of the company’s activities;
• Details of directors, shareholders, and the company secretary;
• An Irish bank account — or a solid explanation of why it hasn’t been opened yet.

🧭 If any of your company directors are non-residents of the European Economic Area (EEA), Revenue may ask for extra documentation — proof of a physical office, active operations, and on-the-ground personnel. And if that non-EEA director is also the sole shareholder, they’ll first need to apply for a PPSN (Personal Public Service Number).

🕐 The review process typically takes 20 to 45 working days.

💡 What About VAT in Ireland?

If your company’s annual turnover exceeds €75,000 for goods or €37,500 for services, you’re required to register for VAT in Ireland.

Revenue takes an especially close look at non-resident companies. To prove your economic presence in Ireland, you may need to provide:

• Contracts and invoices;
• A business plan;
• Bank statements;
• Possibly, details of Irish-based directors or senior managers.

🕐 The VAT registration process in Ireland usually takes 20–30 working days.

🌍 VIES and Intrastat: If You’re Trading with EU Partners

If you indicate in your VAT application that you’re trading with businesses in other EU countries, Revenue will automatically assess whether you qualify for registration in VIES (VAT Information Exchange System). Once approved, your company must submit VIES reports monthly or quarterly, detailing any supply of goods or services to VAT-registered entities within the EU.

📦 And if your annual imports into Ireland exceed €500,000, or exports exceed €635,000, you’ll also need to submit monthly Intrastat reports to Ireland’s Central Statistics Office (CSO).

Accounting services for Irish companies

Once your company is incorporated in Ireland, it’s time for the routine part: regular accounting and compliance. But with a bit of discipline and the help of a local accountant, it can all run smoothly 👇

✅ Audit exemption is available for small companies that meet two out of three of the following criteria:

• Turnover ≤ €12 million
• Assets ≤ €6 million
• Employees ≤ 50

❗️Miss a filing deadline? You lose the exemption — no exceptions.

📒 Bookkeeping and Financial Reporting in Ireland. Every Irish company is required to:

• Maintain accurate records of all transactions;
• Prepare full financial statements: Balance Sheet, Profit & Loss, and Cash Flow Statement, and file them with the Companies Registration Office (CRO);
• Retain financial documentation for 6 years at the company’s registered office.

📒  Annual Filings: B1 + CT1

• Form B1 (Annual Return) – first due 6 months after incorporation, then annually. It includes details about directors, shareholders, and share capital. Must be filed together with the financial statements.
• Form CT1 (Corporation Tax Return) – shows income, expenses, and tax calculation. Due within 9 months of the end of the company’s financial year.

📒  VAT Reporting

• VAT returns (VAT3) – filed every two months;
• VAT payments – due by the 19th of the following month.

If you provide digital services within the EU, you can register under the One Stop Shop (OSS) scheme — so you don’t have to file VAT returns separately in each member state.

What taxes does the company pay in Ireland

Yes, Irish companies do pay taxes — but it’s not as scary as it sounds. Ireland offers a business-friendly tax system with attractive rates. The key is knowing what to pay and when.

🧾 Tax Residency of an Irish Company

A company is considered tax resident in Ireland if:

• It is incorporated in Ireland, or;
• Its management and control (i.e. board of directors) is exercised from within Ireland.

Ireland also follows transfer pricing rules, ATAD (Anti-Tax Avoidance Directive), and global initiatives like Pillar Two — though these typically apply to large multinational groups.

💼 Key Taxes for Irish Companies

Corporation Tax (CT):

• 12,5% — standard rate on trading (active) income
• 25% — on certain types of passive income (e.g., rental income, investment returns)
• 15% — applies from 2024 to large multinational groups with global turnover over €750 million (as part of the OECD’s Pillar Two)

VAT:

• Standard rate – 23%
• Reduced rates – 13.5%, 9%, and 4.8% depending on the goods or services provided

📌 Updates are expected in 2025 under the EU’s digital VAT reform.

Dividend Withholding Tax (DWT):

• 25% — for non-resident shareholders;
• Exemptions may apply for residents of EU countries or countries with a double tax treaty with Ireland

Payroll Taxes: PAYE, PRSI, USC:

If you have employees, the following deductions and obligations apply:

• PAYE (Pay As You Earn) – income tax withheld at source
• PRSI (Pay Related Social Insurance) – social insurance contributions
• USC (Universal Social Charge) – additional income-related tax
• Reporting and payments are made via the Revenue Online Service (ROS)
• Taxes must be paid on or before the day of salary payment (monthly or quarterly, depending on your setup)

🧚 Favourable Tax Incentives for Businesses in Ireland

R&D Tax Credit:

• Up to 25% refund on qualifying research and development expenses;
• This can be combined with the standard 12.5% Corporation Tax rate — delivering an effective benefit of up to 37.5%.

Startup Reliefs

• Corporation Tax exemption on profits up to €320,000 for the first 3 years;
• SURE (Start-Up Refunds for Entrepreneurs) – reclaim up to 41% of income tax if you invest in your own company.

Knowledge Development Box (KDB):

• 6.25% tax rate on profits derived from qualifying intellectual property.

Capital Allowances

• Deduct the cost of equipment, buildings, and patents from taxable profits;
• 100% first-year write-off for eligible green technologies.

Why Set Up a Holding Company in Ireland?

• Withholding Tax? Dividends received from subsidiaries based in the EU or in countries with a double tax treaty are generally exempt from Irish withholding tax.
• Capital Gains Tax? Selling shares in a subsidiary? If your Irish company has held at least 5% of the shares for 12 months or more, and the subsidiary carries on real trading activity, you may benefit from a full capital gains tax exemption.

Double Tax Treaties? Ireland has an extensive network of 70+ double tax treaties, allowing reduced rates (or exemptions) on dividends, royalties, and interest. The key? Knowing how to use them wisely 😉

Anything else you should know regarding company formation in Ireland

Data Protection (GDPR): Not Just Bureaucracy – It’s About Protecting What Matters

If your company handles personal data of clients within the EU, compliance with the General Data Protection Regulation (GDPR) isn’t optional — it’s a legal obligation. Failing to comply can result in hefty fines and serious reputational damage.

🔒 Here’s What to Pay Attention To:

• Transferring data outside Ireland?
  You’ll need solid Data Processing Agreements in place.
• Processing large volumes of personal or sensitive data?
  You may need to appoint a DPO (Data Protection Officer) — someone to liaise with Ireland’s regulator, the DPC (Data Protection Commission).
• Had a data breach?
  You have 72 hours to report it. No extensions.

Intellectual Property (IP): So It Doesn’t End Up Like Tesla and Edison

Irish law offers solid protection for trademarks, patents, and designs — but only if you’ve registered and documented your rights properly.

🧠 Here’s What You Can Do:

• Register your IP with the Irish Patents Office;
• For international protection, use the Madrid Protocol (for trademarks) or the European Patent Convention (EPC).

📌 Your idea + legal protection = business peace of mind. Both GDPR and IP rights are no longer “legal details” — they’re the foundation of any serious company.

Getting Irish Residency Permit: Mission Possible

Want to live and work in Ireland as a company owner? It’s absolutely doable — especially if you have a real, active company with a physical office and ideally, local employees.

👔 Work Permits for Business Owners. Here are two main options:

• General Employment Permit – minimum annual salary of €30,000;
• Critical Skills Employment Permit – minimum €32,000–€64,000 depending on your profession (e.g. IT, engineering, etc.).

🚀 Start-Up Entrepreneur Programme (STEP).

If you’re launching a startup, STEP might be your route:

• €50,000 minimum investment;
• The business must be innovative and aim to create 10+ jobs;
• Target turnover: €1 million within 3–4 years.

📌 Your visa can be renewed — as long as your business is thriving.

👨‍👩‍👧‍👦 What About Your Family?

Once your permit is approved, you can bring your family members to Ireland.
You may apply for long-term residency after 2 to 5 years, depending on your permit type and compliance with its conditions.

Opening bank account in Ireland

Looking to open a business bank account in Ireland? Here are a few solid options:

• Bank of Ireland – the classic go-to;
• AIB (Allied Irish Banks) – for those who like to keep it modern;
• PTSB (Permanent TSB) – your everyday reliable choice.

What Do You Need to Open an Account?

1. Company documents – Certificate of Incorporation, Constitution, Tax Number;
2. Director and UBO identification – passports and recent proof of address;
3. Proof of business activity – contracts, invoices, etc.

You can apply online or in person, though some banks may want to meet a director face-to-face. The review process takes anywhere from a few days to a few weeks.

Once approved, you’ll get your IBAN and BIC — and you’re good to go! 💪

How to close an Irish company

1. Voluntary Strike Off. This is the classic route — when a company is ready to retire peacefully. Here’s what you’ll need:

• Assets and liabilities no greater than €150;
• All bank accounts closed and taxes paid;
• Business activity has ceased.

But if your company holds more assets or still has outstanding debts — don’t worry, there are other options:

• MVL (Members’ Voluntary Liquidation) – if the company can repay its debts within a year;
• CVL (Creditors’ Voluntary Liquidation) – if the company is insolvent and creditors are seeking repayment. A liquidator is appointed to manage the process and return what’s possible.

2. Involuntary Strike Off. This is when CRO removes your company from the register — not by your choice. Possible reasons:

• Failure to file annual returns;
• Business closed, but not officially notified;
• No EEA-resident director in place.

⚠️ If your company is struck off involuntarily, directors may face a 5-year ban from holding directorships in other Irish companies.

🎯 Want to shut down your company? Voluntary strike off is always the smoother path.

Contact Taxters for registering your Irish company

🧙 Time to start your Irish business legend! Can you already hear the leprechauns counting the gold coins in your future safe? Registering a company in Ireland is a strategic choice that opens the door to the European market, and we are your lucky four-leaf clover! 🍀

✨ Don't miss the chance to build a successful business in the land of great opportunities! Contact us and we will help you take the first step towards opening a company in Ireland!

Writted by: Oksana Kolobanko, 2025