|Key Corporate Features|
|Type of Company||Private limited Resident|
|Minimum Number of Members||1|
|Location of members meetings||Everywhere|
|Minimum Number of Directors||2|
|Local director required||No|
|Location of directors meetings||Everywhere|
|Corporate directors permitted||No|
|Registered Address of the company||Yes|
|Company secretary required||Yes|
|Local / qualified company secretary required||No|
|Minimum paid up share capital||1€|
|Standard Authorized Capital||100,000€|
|Requirement to prepare accounts||Yes|
|Requirement to prepare audited accounts||Yes, but small company are exempted|
|Requirement to file accounts||Yes|
|Publicy accessible accounts||Yes|
|Requirement to file Annual Return||Yes|
|Change in domicile permitted||Yes|
|Publicy accessible records|
IRELAND COMPANY INFOS
Type of Law
Common Law based on English Common Law.
Principal Corporate Legislation
Companies Acts 1963 to 2009.
IRELAND COMPANY INFORMATION
Restrictions on Trading
Cannot solicit funds from or sell its shares to the public. Required to undertake some business within Ireland.
Powers of Company
A Company incorporated in the Republic of Ireland has the same powers as a natural person.
Language of Legislation and Corporate Documents
Registered Office Required
Yes, must be maintained in the Republic of Ireland, this address should be displayed on all letterheads and stationery for the company together with the Incorporation Number and full name of the Directors and Secretary. Care should be taken to include the business address on stationery for the day to day business activities of the company.
Name Approval Required
- A name that is phonetically and/or identical or similar to an existing name
- A name that implies illegal activities or is offensive
- A name that implies state patronage
- If a name includes words which imply specific functions, e.g. “holding”, “group”, etc., further information may be required by the CRO to support the application.
- The use of the word “standard” prohibited.
- The use of the word “Credit Union” is prohibited under the Credit Union Act 1997.
Please note that if your chose name is too similar to the name of another company (phonetically and or visually), and it is accepted for registration by the CRO, through inadvertence or otherwise, and objection on grounds of similarity could be made in writing to the Registrator of Companies within six months following the incorporation of your company and you could be directed by the Registrar to change the name of the company.
Language of Name
Can be in any language using the Latin alphabet. The Registrar may request an English translation if a foreign language name is used for a company name.
Names Requiring Consent or a Licence
The following names or their derivatives require consent or a licence:
- Names containing certain words cannot be used unless approved by relevant bodies. E.g. the words “bank”, “banc”, “banking”, “banker” may only be used with the permission of the Central Bank of Ireland. This also applies to names such as “hollybank”,”sweetbank”,”canal bank”, “bancorp”, etc. and the surname “Banks”, not withstanding the fact that the compny being incorporated may not intend to carry on banking business.
- Words such as “insurance”,”re-insurance” and “assurance” cannot be used unless prior permission has been sought from and granted by the Irish Financial Services Regulatory Authority (IFSRA).
- The word “Society”, “co-op” or “co-operative” cannot be used unless permission has been sought from and granted by the Registrar of Friendly Societies.
- The words “University” and “Institute of Technology” or “Regional Technical College” cannot be used unless permission has been sought from and granted by the Registrar of Friendly Societies.
- In the case of the word “Charity”, further information may be sought by the CRO to support the application.
Suffixes to Denote Limited Liability
Teoranta (Irish Gaelic for Limited), Limited or the abbreviation Ltd.
Disclosure of Beneficial Ownership to Authorities
The identity of the beneficial owners of an Irish Company may remain confidential if corporate shareholders are engaged to act as the shareholder on behalf of the ultimate beneficial owners. This confidentiality is maintained as long as the company and its ultimate beneficial owners are not involved in any criminal activity.
Authorised and Issued Share Capital
There is no capital duty payable on the authorised capital. There is a 1% capital duty payable on the issued share capital. There is no maximum authorised capital. The minimum issued capital is two shares of par value.
Classes of Shares Permitted
“Ordinary” and “Preference” shares. Preference shares provide a benefit over and above those available to the holder of ordinary shares. In most cases the preference will relate to voting rights and/or payment of company dividends depending on the provision of the Memorandum & Articles of Association.
The corporate tax rate remains at currently 12.5% on trading income and 25% on non trading income.
Tax Exemption for Start-Up Companies
A three year remission from taxation from profits and capital gains for companies
- Exemption for 3 years from Corporation Tax if your taxable profits are less than €320,000.
The following conditions will apply.
- The company must be incorporated after 14th October 2008.
- The trade must be a new trade and must not have been carried on previously by another person in the state.
- The tax relief will apply for three years from the commencement of new trade.
- The tax relief does not apply to companies that are dealing in land or petroleum and mineral activities.
- The tax relief does not apply to professional services companies.
- The tax relief for companies operating in the road transport sector is restricted to 100,000 Euro over a three year period.
Double Taxation Agreements
Ireland has a very extensive network of double tax agreements in force with 63 countries.
Financial Statements Required
With effect from 1 January 2010, all companies which are required under the Companies Acts to produce audited accounts will be required to file all tax returns and make all tax payments electronically via the Revenue On-line Service (“ROS”).
The Regulations concerning mandatory e-filing however will not apply to companies that satisfy the audit exemption conditions under the Companies Acts and such companies may continue to file certain “hard copy” returns.
Every company, whether trading or not, must file and annual return each year at the CRO not later than 28 days from its statutory annual return date (ARD).
Where returns are not filed on time, a substantial late filing penalty must be paid and further enforcement actions may be pursued by the CRO.Where an exemption has been claimed, if the Annual Return is filed late in the same year or preceding year, the company loses its entitlement to claim the audit exemption for the two year period. The filing of the Annual Return must take place correctly in the second year in order for the company to claim an exemption for the third year. i.e. if a company loses its audit exemption in 2012, it must file audited accounts in 2012 and 2013. If it does not file correctly in 2013 it will lose its exemption in 2014.
Audited accounts are filed with the annual return and must have been signed off by an Auditor registered with the Companies Registration Office..
The minimum number of directors is two, one of who should be resident the European Economic Area (EEA). Directors must be natural persons.
The EEA consists of the 27 member states of the EU, (Austria, Belgium, Bulgaria, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden, United Kingdom, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia, Slovenia and Romania) plus Iceland, Liechtenstein and Norway.
Companies which do not have at least one director which is resident in the EEA are subject to a €25,395 bond being paid up to satisfy Section 43(3) of The Companies (Amendment) (No.2) Act 1999. The bond is valid for a minimum period of 2 years, commencing no earlier than the occurence of the event giving rise to the requirement for the bond.
The maximum number of directorships that a director may hold is limited to 25.
A company secretary is mandatory and occupies and has a direct legal responsibility to maintain company records, file annual returns and/or carry out any other functions that may be set out within the Memorandum & Articles of Association. The Secretary can be a natural person or body corporate and need not be resident in the Republic of Ireland.
The minimum number of shareholders is one.
Irish Law demands that all limited companies have an official seal.