Setting up a company in Ireland
5 things you need to know
- CAN I OPEN AN IRISH LIMITED COMPANY BANK ACCOUNT IN IRELAND AS A NON-RESIDENT?
Yes, Irish banks will open business accounts in your business name for non-resident individuals. However, they often request to meet the company director in person. Irish banks will also want to see company documentation including the Certificate of Incorporation of your Limited Company from CRO.
We work with the 2 major banks in Ireland - AIB and Bank of Ireland. In our experience, these are the only 2 banks in Ireland that are set up to work with international companies just setting up in Ireland. It is vital that you approach and engage with the banks in the right way, from day 1. We have successfully opened 100s of Bank Accounts in Ireland for our clients globally.
- HOW HARD IS IT TO VAT REGISTER MY LIMITED COMPANY IN IRELAND?
Getting VAT registered for your limited company if you are non-resident directors and shareholders in Ireland is difficult. You will need to show the following:
- A mix of customers and suppliers based in Ireland
- 1-page business plan
- Irish phone number (you can get this via Skype)
- .ie web domain
- Possibly a short term rental contract in a shared office space like this https://www.republicofwork.com
- DO I NEED TO VISIT FOR SETTING UP A LIMITED COMPANY IN IRELAND?
No, your physical presence is not required in Ireland in order to incorporate a company. Signed application and identity documents can be sent by post in advance of your limited company setup. However, we always like to invite our clients to Dublin or Cork to meet us where possible.
- HOW MUCH DOES IT COST TO SET UP A LIMITED COMPANY IN IRELAND?
The price varies depending on the services you require. For setting up a limited company in Ireland, we always try to provide a competitive quote tailored to your individual needs. Contact us for more information on incorporating in Ireland and to learn more about the services we can offer your business.
- DO DIRECTORS NEED TO BE RESIDENT IN IRELAND?
No, limited company directors do not need to be resident in Ireland. However, there is a requirement for at least one of the company directors to be an EEA (European Economic Area) resident. Moreover, the nationality of a potential director will not influence this requirement. For instance, an Irish national (company Director) living in the United States cannot be the sole Director of the Irish company. Whilst, it is not a legal requirement – It is advisable to have an Irish based Director on the board of your company for tax residency purposes.
If you are one of the companies with no EEA resident Directors, we can provide you with a Section 137 non-EEA Directors bond or you can also avail for a Nominee Director service for Irish company registration. Our nominee directors are highly regarded in the company secretarial & compliance area by Ireland’s accounting and legal professionals.
The Companies Act 2014 stipulates that every company must have a company secretary.
As for their duties, the act states:
“The duties of the secretary of a company shall, without derogating from the secretary’s statutory and other legal duties, be such duties as are delegated to the secretary, from time to time, by the board of directors of the Company”.
These duties entail:
- Co-signing the annual return with one of the director(s) of the company.
- Maintaining the statutory registers of the company.
- Maintaining up to date minute books of meetings of the Board and the AGM.
- Ensure that all filings made in the Companies Registration Office (CRO).
The company secretary does not have voting rights at board meetings and cannot make any board-level decisions unless the company secretary is also a director.
Important Updates to the Register of Beneficial Ownership
A beneficial owner is defined as the individual(s) who ultimately owns or controls the entity through holding either directly or indirectly a sufficient percentage of the shares or voting rights or ownership interest in the entity. A shareholding of greater than 25% or an ownership interest of more than 25% is an indication of direct ownership. If the company either cannot identify an individual who is a beneficial owner, or identifies an individual who may be a beneficial owner, but cannot be certain of this, the company must instead list its “senior managing officials” (i.e. its directors and CEO) in its register as being its beneficial owners. It must also keep a record of the steps that it took to identify its beneficial owners.
The below information is required of the beneficial owner:
- The forename and surname
- Date of birth
- Residential address
- The statement of the nature of the interest held by each beneficial owner
- The extent of the interest held by each beneficial owner
- The date on which each natural person was entered in the company’s register as a beneficial owner
- The Personal Public Service (“PPS”) number
Please note the registrar shall not disclose the PPS number and only a "hashed" version of the number provided shall be stored by the registrar.
Statutory Instrument 110 part 3 of 2019 relates to the establishment of the central register. The Register of Beneficial Ownership will be launched on the 29th April 2019 and will come into operation on 22nd June 2019. A company will be given five months, i.e. 22nd November 2019, to file their register data without being in breach of their statutory duty to file. Companies incorporated after 22nd November 2019 will be given five months from incorporation to deliver the relevant information for the registrar.
The information required to be recorded in the central register should reflect the current status of the information contained in the internal beneficial ownership register at the date on which the filing is delivered. The name of the person or presenter uploading the register on behalf of the company will also be required. Any changes to the register must be reflected on the register within 14 days from the change. This follow up obligation is imposed by the relevant entity.
A relevant entity which fails to maintain an internal beneficial ownership register commits an offence and shall be liable on summary conviction, to a class A fine which is currently €5,000 or on conviction on indictment, to a fine not exceeding €500,000. The presenter of the register that fails to comply with the requirements commits an offence and shall be liable on summary conviction, to a class A fine. A person claiming to comply with the register but knowing the information contained is false and or is being reckless commits an offence and shall be liable either (1) on summary conviction, to a class A fine or imprisonment for a term not exceeding 12 months or both, or (1) on conviction on indictment, to a fine not exceeding €500,000 or imprisonment for a term not exceeding 12 months or both.
A number of state bodies are entitled to access the central register. This includes but is not limited to the Garda Síochána, the Financial Intelligence Unit Ireland, the Revenue Commissioners and the Criminal Asset Bureau. A designated person or member of the public may also inspect the information on the central register. This person has the right of access to a limited amount of information. This is to include:
- the name, the month and year of birth and the country of residence and nationality of each beneficial owner of it; and
- a statement of the nature and extent of the interest held, or the nature and extent of control exercised, by each such beneficial owner.
The Central Register of Beneficial Ownership (RBO) provides a very informative FAQs page at this link https://rbo.gov.ie/faqs.html
Section 137 Bond
The Bond acts like an insurance policy for unpaid taxes or fines.
In the Companies Act 2014 under section 137, it states that there is a requirement for at least one Director of an Irish company to be resident in a Member State of the EEA. If this condition is not fulfilled, then a bond must be required.
Does this apply to a UK resident Director?
While the UK has been treated as a member of the EEA during the period of transition, this will cease on 1 January 2021. This will affect UK companies and individuals that have a registered company in Ireland using a UK resident director. As of 1 January 2021, they will be without an EEA resident director.
In the event where a company does not have an EEA resident director, they can use a Non-resident Director bond. This is often referred to as a Surety Bond or Insurance bond. You are not required to have an EEA resident director if you have a Non-resident Director bond. The bond must be in place for a two-year period. It must be to the value of €25,000. The requirement concerns residency rather than nationality or citizenship, for example, a company director holding an Irish passport but residing outside of the EEA would not satisfy the requirement.
This bond provides that in the event of a failure by the Irish company to pay:
- a fine levied on the company in respect of an offence committed by it under the Companies Act 2014
- a penalty imposed on the company in respect of an offence committed by it under section 1078 Taxes Consolidation Act 1997 and which consists of a failure by the company to deliver a statement under section 882 of that Act or to comply with a notice served on it under section 884 of that Act,
- a penalty which it has been held liable to pay under section 1071 or 1073 Taxes Consolidation Act 1997,
A sum of money becomes payable under the bond to cover the whole or part of the company’s liability in respect to this fine or penalty.
If you do not have a Section 137 Bond in place it is a criminal offence not to have at least one EEA-resident director of an Irish-registered company.
The company and every officer of the company who is in default may be prosecuted in this regard.
The Registrar of Companies is empowered to bring proceedings before the Dublin Metropolitan District Court for breach of the requirement to have an EEA-resident director
New Companies - When should you apply for the Section 137 Bond
For new companies, the bond must be effective from the date of incorporation. The CRO will require the Bond number before they complete the incorporation.
The effective date of the bond may not exceed four working days prior to the date of the
company’s incorporation, exclusive of the incorporation date.
The words “Bond Enclosed” must be written on the accompanying envelope and the relevant box on the cover page of Form A1 must be ticked.
Existing Companies - Directors resign or Brexit
When a bond is being filed for an existing company:
- The prescribed execution requirements must be adhered to.
- The original bond must be submitted with form B10.
- The bond should be valid effect from the date of resignation of the EEA-resident director (or when the Director no longer becomes an EEA Resident).
In some situations the Irish company may be able to show it has a real and continuous link with activities being carried out in the state. The company may not require an EEA resident Director or a Section 137 Bond.
To get this certificate, the company will need to show Revenue (Irish tax authority) that:
- the affairs of the company are managed by one or more persons from a place of business
established in the State and that person or those persons is or are authorised by the company to act on its behalf;
- the company carries on a trade in the State;
- the company is a subsidiary or a holding company of a company or another body corporate
that satisfies either or both of the conditions specified in paragraphs (a) and (b);
- the company is a subsidiary of a company, another subsidiary of which satisfies either or both of the conditions specified in paragraphs (a) and (b).
An example could be a company that is a shop, restaurant or even a creche. Even if these companies have only Non-EEA resident Directors, a strong case can be made that these businesses have a real and continuous link in Ireland.
Appoint an Irish Nominee Director
A nominee Director has the very same responsibilities as any other Director in the company. They are still legally required to act in the best interest of the company.
This service can be attractive to companies who need to fulfil the criteria of having an EEA-resident Director in order to incorporate or maintain a company in Ireland.
A nominee Director is more expensive then a Section 137 Bond. In most cases, the Section 137 Bond is a better option for the company shareholders.
How long does it take for the bond?
A S.137 bond generally takes up to 10 working days to process from the date we receive the signed proposal form by a company director and secretary.
It is important to note that the S.137 Bond proposal form states that the company understands and accepts its obligations to both the Revenue Commissioners and the Registrar of Companies. It also contains a statement that the company will indemnify the Bond provider in the event of any claim.
When deciding to close your business our team can provide technical and practical advice on the dissolution options available to you.
In general there are two ways a company can be dissolved/wound up; by strike off (Voluntary or Involuntary) or by liquidation (Member, Creditors or Court).
It is important to ensure that your business is wound up in full compliance with all relevant legal requirements, failure to do so can result in the appointment of a court liquidation resulting in additional costs and negative publicity.
Whether you choose to have your company liquidated or struck off the register of companies; we can provide the knowledge and experience required to ensure your company is wound up in the correct manner.
Authentication of Documents in Ireland
Find out the list of documents that would typically be authenticated by Apostille for use overseas
Where one or more document pertaining to an Irish company is required for use overseas, commonly it is necessary for the company to provide evidence that such documents are authentic and valid. Examples of when apostilled documents might be required include:
Entering into contracts overseas
Registering a business establishment or branch of the Irish company overseas
Opening a bank account overseas
Due diligence requirements
An Apostille is a certificate applied to a document in Ireland by the Department of Foreign Affairs and Trade, validating the document for international use.
Before affixing the Apostille, the Department of Foreign Affairs and Trade will need to be satisfied that the signatory of the document is identified and that the capacity of the signatory to the document is appropriate. Accordingly, corporate documents presented for Apostille are ordinarily documents which are true copies of the original signed by or before an Irish practicing solicitor or Notary Public, authorised officer of the Revenue Commissioners or documents certified by the Registrar of Companies. The Apostille certificate confirms the authenticity of such signatory thereby making the document acceptable and suitable for international use.
The Apostille enables the presenter to bypass further certification and immediately send or take the documents to the country of intended use. The 1961 Hague Convention abolished the requirement for documents to be further legalised (see below) for countries that are parties to the Convention. Countries that are parties to the Convention may request the bearer of a document issued by a public authority to obtain an apostille from the authorities of the country that issued the document.
The following is a list of documents that would typically be authenticated by apostille for use overseas:
Certificate of Incorporation
Letter of Status
Certificate of Incumbency
Power of Attorney
Meeting minutes/board resolutions
Countries that have not signed the Hague Convention have differing requirements as to how foreign documents may be certified for use. Generally in such cases, the documents instead need to be approved by a chain of signature authentications and ultimately legalised by the relevant Embassy of the country for the document is intended to be used (for example Canada, China, Saudi Arabia, etc.). While the legalisation process and timeline will differ from the embassy to the embassy, the process comprises a sequence of signature authentications where each step validates the signature in the prior step.
Certification by Notary
A notarised document is a document that has been certified by a notary public. The notary public is an official, usually a solicitor, who verifies the identities of the signatory of the document, witnesses the signature and marks the document with a stamp or seal. The notary will ensure that the signatory has appeared before him/her and has produced proper identification.
Nathan Trust will be very pleased to arrange the authentication and validation of documentation as required. For any questions or further information please contact Anne Murphy or any member of our company secretarial team at email@example.com
Company restoration in Ireland
How do I reinstate my company in Ireland?
Once a company has been dissolved its assets are automatically transferred to the government and become the property of the state. If the company has been dissolved for less than a year it can be restored by Administrative Restoration. However, if the company has been dissolved for more than 1 year but less than 20 years the company may be restored by High Court Restoration.
Administrative Restoration of a company
Where a company has been struck off under section 733 Companies Act 2014, it may apply for restoration by filing within 12 months of the date of the dissolution.
A form H1 must be received within the period of twelve months after the date of dissolution of the company.
The following conditions must be met within 15 months of the date of dissolution of the company:
- All outstanding annual returns together with the financial statements which are required to be annexed to same pursuant to the provisions of the Companies Act 2014.
- Where a company has been struck off following default in compliance with Revenue Commissioner requirements, CRO require written confirmation from Revenue that all outstanding, if any, statements required by section 882 Taxes Consolidation Act 1997 have been delivered to them by the company.
The above documentation must be submitted to the CRO 1 day before the anniversary of the company being dissolved. If the deadline is missed the company will have to apply to the High Court to be restored.
High Court Restoration of a company
High Court Restoration involves an application be made to the below in accordance with Section 738 of the Companies Act 2014:
- the Companies Registration Office (“CRO”). All outstanding Annual Returns and Financial Statements are required to be filed in the CRO together with the payment of all late filing penalties. Late filing penalties are capped at three years. The CRO will then issue a letter stating that they have no objection to the company being restored.
- the Minister for Public Expenditure and Reform and a letter of no objection to the restoration of the Company is sought from the Chief State Solicitor’s Office.
- the Revenue Commissioners. All outstanding Tax Returns are due to be filed together with any outstanding penalties to allow the Revenue to issue a Letter of No Objection
Affidavit & Petition
An Affidavit setting out the facts surrounding the dissolution of the company is prepared as is a Petition seeking the restoration of the company. These documents are sworn before a Commissioner for Oaths by a Director of the company. A date for the hearing in the High Court is then sought.
High Court Hearing
The Affidavit and Petition are presented at the High Court. If the Judge is satisfied that everything is in order, a High Court Order is issued. The High Court Order should be filed at the CRO within 28 days of being issued by the High Court.
A Branch or a Subsidiary - What’s the difference?
If you are looking at forming a new company or expanding an existing company, it is important to know the difference between a subsidiary and a branch. A subsidiary company is an independent legal entity. A branch is an extension of an existing company.
Setting up a Subsidiary company in Ireland
A subsidiary company is an independent legal entity. As such it is subject to Irish corporation tax and is required to file company returns annually. When setting up a subsidiary, companies should be aware that its liability is limited to the issued share capital of that company. In most instances, subsidiaries are registered as Private Companies Limited by Shares (LTD).
In order to incorporate a subsidiary in Ireland the Director(s) must first provide the required Anti Money Laundering (AML) documents. These documents must be certified/notarized. These documents consist of one certified copy of the Director’s passport and two certified utility bills as a proof of address. A subsidiary is also required to have a Company Secretary appointed, and a registered address in Ireland.
Registering a Branch in Ireland
When an overseas company wants to establish a presence in another state, they sometimes use a branch to do so. The branch is seen as a part of the overseas company and is not seen as a separate legal entity.
In order to incorporate a branch in Ireland, a certified/notarized copy of the company’s certificate of incorporation and a certified/notarized copy of the Memorandum and Articles of Association are required. A branch is required to have an authorised person appointed to accept legal service and a registered address in Ireland.
Difference in Taxes
A branch - the activities of the branch are subject to the Irish corporate tax rate of 12.5%. The activities of the overseas parent company are subject to the tax rate of the jurisdiction where they are based.
A subsidiary - all activities of the subsidiary are subject to the Irish corporate tax rate of 12.5%.
Business name/Trading name registration
Modern Letterhead requirements – what you need to know?
Has your Company had any changes throughout the year, does your Company Letterhead need to be updated to reflect these changes.
A trip down Memory Lane……
An order of high spec glossy paper with the Company Letterhead printed on it in COLOR that would be placed next to the printer waiting to be used, then having to get up from our desks and put in a page everytime you needed to print on this headed paper , now in saying that depending on the type of printer each office had some may have had fancy ones that did not jam too often or found confusion distinguishing when different trays were selected. Then a month later a change in the Company information leaves a pile of Letterhead paper redundant or taking up position on desks to prop up computer screens as a new batch of paper Letterhead takes prime position by the printer.
As communication is mainly electronic, who I am I kidding when did I last get a letter in the post lately (thankfully nothing from Irish Revenue) so correction all communication is by electronic means, Company Letterheads are still of utmost importance as it represents a Companies brand. Every Company should ensure that there template Letterhead is still of a quality standard in electronic communications.
The following current particulars in accordance with section 151 of the Companies Act 2014 should be included in the Company Letterhead:
- the business name of the Company (if appropriate)
- the name and legal form of the Company.
- the number under which it is registered in the office of the Registrar and the place of registration.
- address of the registered office.
- the forename (or initials) and surnames and any former forenames and surnames of the directors and their nationality, if not Irish.
- in the case of a Company being wound up/in receivership/in examinership, the fact that it is so.
One optional particular that can be included on the Letterhead is the VAT number of the Company. While this is required on invoices and credit notes for a Company some companies also include on their Letterhead, in saying this it could be due the nature of the business you are in or any specific requirements you may have.
Format of Letterhead
There are no rules regarding format, font or size of text, the only requirement is that the text must be legible. Commonly companies will display their business/trading name together with contact details prominently at the top of the Letterhead. The statutory information is ordinarily then displayed in smaller font at the footer of the Letterhead.
An example of how Ideally the information for inclusion in the footer of any Company Letterhead is as follows:
“ABC Limited, Registered in Ireland no: 12345
Registered Office: 1st Floor, 9 Exchange Place, I.F.S.C. Dublin 1, D01 X8H2 “
“Directors: Joe Bloggs (British), Mary Bloggs,”
Now might be the time to review your Company template Letterhead and ensure it is of quality standard and represents your Company brand. On a final note is everyone across your Company using the same version of Letterhead to ensure consistency……
Companies Limited by Guarantee (CLG)
Limited Liability Protection for Non-Profit Organisations
Companies Limited by Guarantee are commonly used for non-profit organisations that require a legal corporate status. This form of company is preferred by those who wish to create an organisation for charitable or professional purposes, while simultaneously benefiting from limited liability and a separate legal entity.
Under the Companies Act 2014 a company limited by guarantee can be incorporated with as little as one member and no maximum number of members, although the exact number of members must be confirmed in the Company constitution. A Company Limited by Guarantee must appoint a minimum of two directors however there is no maximum number.
Companies Limited by Guarantee do not have a share capital and there is no requirement for the members of the company to provide funds to the organisation. A possible disadvantage in forming a company such as this, particularly in relation to charitable causes, is the costs associated with maintaining compliance with company law regulations. These costs should be considered before incorporating a Company Limited by Guarantee.
Members involved in companies such as these are largely protected from liability should the company be wound up in the future. A Company Limited by Guarantee remains as a separate legal entity from its members, this allows for property to be bought and sold in the company name. In the event of any court proceedings, the company can bring or defend itself against a legal case. In addition, due to its status as a separate legal entity, a Company Limited by Guarantee will continue to exist despite changes or death of members.
Types of Organisations which may benefit from incorporation as a Company Limited by Guarantee:
- Educational Associations
- Sports Clubs
- Residents Associations
- Professional Societies
- Volunteer Groups
Ready to help you take your business to the next level.
Accountants for Tech Savvy Businesses
At Nathan Trust we provide all our customers with the best service and most up-to-date technology so you can focus on growing your business. We are a technology forward firm specialised in using the Xero platform and its associated:
Easy invoicing: Create professional recurring invoices and receive updates when they’re opened.
Reconcile fast: Import and categorize your latest banking, credit card, and Stripe/PayPal transactions.
Go mobile: Manage your business on the road with the Xero mobile app for iOS and Android.
Manage bills & expenses: Control your cash flow by scheduling payments and easily organizing expenses
New Business Package
Ideal for when your business is up and running and you have just started to invoice.
Xero is a cloud accounting platform. Like other cloud solutions, this means you don’t install the software on your computer, instead you sign in to your account on their website. This means you can check your accounts from any computer, anywhere in the world, and give access to your team and your accountant. Cloud accounting is very safe. Your information is backed-up in secure data centres and protected with multiple layers of security and data encryption. You can also use Xero on an iOS or Android device to manage your accounts on the go! It’s software made for the way we work today.
How we OnBoard you as a new client
- Video call with client services
- Online identification checks (We use www.yoti.com)
- Setup xero
- 30 minute online xero training
- Monthly check-in