Which Business Structure Should You Choose?

The first step to setting up a company in Ireland is selecting the right legal structure. This decision will shape how your business operates, your tax obligations and your level of personal liability. There are several types of company structures in Ireland, each with distinct advantages:

Private Company Limited by Shares (LTD)

A Private Company Limited by Shares (LTD) is the most common choice of company structure in Ireland. The benefits of an Irish limited company include personal asset protection, a low corporation tax rate (12.5%), and the opportunity for growth and expansion.

Designated Activity Company (DAC)

A Designated Activity Company suits businesses that want their permitted activities clearly defined and legally restricted from the outset. This often suits financial services entities has they are heavily regulated in regards to their activities.

Public Limited Company (PLC)

A Public Limited Company (PLC) is a company limited by shares that can offer its shares to the public (through share offerings & the stock exchange) — the main feature distinguishing it from a private company making its activities heavily regulated and complex.

Company Limited by Guarantee (CLG)

A Company Limited by Guarantee (CLG) is the structure of choice when profits need to be reinvested into the organisation's mission (charities & NPOs) rather than distributed to shareholders, since a CLG has no share capital or owners in the traditional sense.

Branch

A Branch is not a separate legal entity. It's an extension of a foreign (overseas) company registered to carry on business in Ireland. The foreign parent company remains fully legally responsible for everything the branch does. Often setting up a limited company is recommended for the full benefits of operating in the EU.

The 4-Step Company Registration Process

Choose a company name and registered office

Checking your proposed company name's acceptability before submission matters because the CRO can still direct a name change after registration if an objection arises. You can see if your proposed company name already exists by checking here. Every Irish Limited Company needs an Irish Registered Office address at the point of incorporation.

Appoint directors, shareholders, and a company secretary

Setting up an Irish limited company (LTD) means getting three roles right at the outset: directors, shareholders, and a company secretary. 

Directors

A limited company requires at least 1 director (18+), who must be resident in an EEA state (European Economic Area). If this is not possible, companies can take out a Section 137 Bond which is valid for 2 years and renewable. They are responsible for fiduciary duties, passing resolutions and keeping accounting records.

Shareholders (Members)

A limited company needs at least one shareholder (max 149), who can also be the companies director. Shareholders can also corporate entities and not limited to persons.

Company Secretary

A company secretary is mandatory, even for single-director companies though the director in this case cannot fulfill the role of company secretary. This person does not need to be an Irish resident but needs to be qualified for the role. They are responsible for CRO filings, managing meetings and keeping the company compliant. This role can be outsourced.

Simplest common structure: one EEA-resident (or bonded) director, one or more shareholders, and an outsourced/professional company secretary.

Making the right appointments at this stage is critical for compliance, good governance and long-term business success. Let our team guide you through it with confidence.

Draft and sign the Constitution

Under the Companies Act 2014, the constitution is a single unified document which acts as the internal governing contract between the company, its legal officers, and its shareholders. It articulates the share and pre-emption rights, clauses and contains details for shareholders, an independent witness and directors. The CRO requires wet signatures to be filed to be accepted.

File with the CRO and receive your Certificate of Incorporation 

To file with the Companies Registration Office (CRO) in Ireland and obtain your Certificate of Incorporation, you will complete an electronic submission through the CRO’s online portal, CORE (Companies Online Registration Environment) of all the relevant documents you’ve created. The standard electronic incorporation fee via CORE is €50. Once approved, the CRO will issue a digital Certificate of Incorporation sent directly to your registered email address.

At Nathan Trust, our Corporate Governance team has extensive experience in assisting non-residents with Irish company incorporations. Our in-house tax team have assisted hundreds of companies in getting corporation tax and VAT registered, handled thousands of filings, while also assisting client with tax advice on an international level where required.

Irish Company Registration Requirements for Non-Resident and International Founders

The EEA resident director rule

Under Section 137 of the Irish Companies Act 2014, every company registered in Ireland must have at least one director who is resident in the European Economic Area (EEA). If your company does not have an EEA-resident director, you must put a Section 137 Non-EEA Director Bond (often called a Revenue Bond or Surety Bond) in place before the Companies Registration Office (CRO) will complete incorporation. Since 2021, the UK is considered outside the EEA. There is one other alternative to the Section 137 bond where you can engage a Nominee Irish Resident Director.

Can you register a company without visiting Ireland?

Yes, it is possible to register a company in Ireland without visiting the country, The entire process can be done remotely. Where wet signatures are required, you will need to send documents via registered post or courier. You can also set up a business bank account remotely using an online video call.

When using the Section 137 bond timing is essential. The bond needs to be coordinated with the incorporation of the company. It is recommended to use the same service provider to arrange the bond and process the incorporation. The Corporate Governance team at Nathan Trust have extensive experience incorporating Irish companies with Section 137 bonds.

Timeline to Register an Irish Company

When registering a company in Ireland, there are a number of processes that need to be correctly followed in order to bring the company to a point where it can trade. It’s important for all persons involved to understand the timelines clearly. When planning your business activities, it’s essential to be aware of these timelines.

 New Company Incorporation Timeline Breakdown

Nathan Trust provides you with a one-stop-shop, offering services like Company formation, Tax registration and Tax advice, Company Secretary services, Accounting and Bookkeeping, Section 137 bonds, HR services, & Employer of Record services, all in one place with a personal team consulting you as your business grows and expands.

What to Do After Incorporation of Your Irish Company

New Irish Company Tax Registration (Corporation Tax, VAT, PAYE)

For Corporate Tax registration, directors with 15% or more shareholdings are required to hold a PPS number (PPSN) to allow the company register for corporation tax in Ireland, which can take 4-5 weeks. Once acquired, the company can apply for corporation tax which can take a further 1-2 weeks.

Registering an Irish company as an Employer (PAYE) takes approximately 1 week and VAT registration can take up to 8 weeks.

Opening an Irish business bank account as a non-resident

Opening a business bank account is an essential part of doing business in Ireland. You can choose between a pillar bank like Bank of Ireland, or a neo/digital bank like Revolut. While traditional pillar banks can take up to 4 weeks to open a business bank account, opening a Neo/digital bank account in Ireland can take less than 1 week.

Your personal consultant at Nathan Trust will assist you throughout the process, ensuring you have all the required documents prepared in can even appear with you during the call process of operning a Neo/digital bank account.

Your First Year Compliance as an Irish Company

Key Deadlines at a Glance

Why International Founders Choose Ireland for Company Registration

EU market access post-Brexit

A great number of UK companies have chosen to set up new companies in Ireland since Brexit, which saw the UK leave the EU. Establishing a business in Ireland makes instant sense to UK companies. Ireland is an English-speaking country, with a familiar legal system, making it a far easier place to do business for UK residents. Additionally, the Common Travel Agreement between the UK and Ireland allows for easier travel for UK residents. When UK companies establish a company in Ireland, they can trade with the EU as they did before Brexit.

Low corporate tax rate + large double tax treaty agreement network 

At 12.5%, Ireland has one of the lowest corporate tax rates in the EU. It has a large network of double tax treaties with other countries, with 75 currently in effect. If a resident of one of these 75 countries is a shareholder in an Irish entity, there are great tax benefits associated with receiving dividends. Typically, there is zero withholding tax on your dividends in Ireland if you are resident in a country that has a double tax treaty agreement with Ireland.

English-speaking, common-law jurisdiction with a straightforward registration process

Ireland is the only English-speaking country in the EU. Add to this the fact that it’s a common-law jurisdiction, and it makes it very attractive location, not only to UK residents as mentioned previously, but also to US, Canadian, Australian, New Zealand, and South African residents looking to expand their businesses into the EU.