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Ireland company registration from abroad

Company Incorporation Guide

Ireland company registration from abroad

Applicable country/region: IE - Ireland

Published: Updated:
  • Written by our advisory team
  • Ireland rules and requirements
  • Checked against official sources
Most popularIreland Company Registration (LTD/Teoranta)

Guide overview

Ireland company registration: the decisions in order

This guide covers the private company limited by shares, the LTD, formed under the Companies Act 2014 and registered with the Companies Registration Office. The filing is the middle of the process rather than its start. Three decisions come before it: whether at least one director is resident in the European Economic Area, who takes the separate office of company secretary, and whether the individual directors and shareholders already hold an Irish identity number. After the certificate come the beneficial ownership filing and, as a step of its own with Revenue, tax registration. Each decision is set out here with what it means for a founder based outside Ireland.
How many people an LTD really needs

COMPANY TYPES

How many people an LTD really needs

What the panel cannot show is how many people an LTD needs in practice. Section 129 of the Companies Act 2014 makes the company secretary a statutory office: a company shall have a secretary, who may be one of the directors, but a sole director may not also hold that office. A single-director LTD therefore needs a second office-holder from the start, and the choice is between adding a second director, one of whom acts as secretary, and keeping one director with a separate secretary. Nor does a secretary help with the EEA-residence rule, which only a director can satisfy.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Ireland LTD Basic Information

Ownership:
Consolidated Ownership
Limited Liability:
Positive
Publicly Participates In Capital Market:
Negative

Ireland LTD Shareholder / Director / Secretary Requirements

Requirements For Shareholders:
Up to 149 shareholders
Requirements For Directors:
At least one director is an EEA resident. Or the company must purchase a "Section 137 Non-EEA Resident Director Bond".
Legal Representative Not Mandatory:
Positive
Local Directors Not Mandatory:
Negative
Local Secretaries Not Mandatory:
Positive

Ireland LTD Registered Capital Requirement

Minimum Registered Capital Requirement:
Starting from 1 EUR.
Capital Injection Not Required:
Positive

Ireland LTD Memo

Memo:
There are no nationality restrictions for company secretary.

REQUIRED DOCUMENTS

Why the file follows the ownership chain

An incorporation file is not paperwork invented by whoever collects it. EU anti-money-laundering law makes trust or company service providers obliged entities in their own right, alongside notaries and external accountants, and requires every company to obtain and hold adequate, accurate and current information on its beneficial owners, which is also held in a central register outside the company; in Ireland that is the Register of Beneficial Ownership. Applied through a corporate shareholder, the beneficial ownership test indicates indirect ownership, so the questions climb each level of the structure until they reach an individual. The file therefore grows with the length of the ownership chain, not with the size of the company.
Why the file follows the ownership chain

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Proof of Address:
Shareholder and director's address proof: Water, electricity, and gas bills or bank statements scans. English translation required, clearly indicating the shareholder/director's name + address + date, not exceeding 1 month.
Process: Not ApplicableFormat: Scan Copy
Passport:
"Shareholders' and directors' passport cover scanned copy; take a selfie holding the passport."
Process: Not ApplicableFormat: Scan Copy
Passport front page scan of shareholders and directors;
Process: Not ApplicableFormat: Scan Copy

Legal Entity Shareholders's Required Documents

Proof of Address:
Proof of address for the legal representative of the holding company and shareholders holding more than 25% of the shares: scanned copies of water, electricity, and gas bills or bank statements. The documents need to be translated into English, clearly indicating the name, address, and date of the legal representative, and should not be more than 1 month old.
Process: Not ApplicableFormat: Scan Copy
Passport:
Scan of the passport homepage of the legal person of the holding company and shareholders holding more than 25% of the shares;
Process: Not ApplicableFormat: Scan Copy
Proof Of Registration / Business License:
English translation of the business license of the holding company.
Process: Not ApplicableFormat: Scan Copy
Company Bylaw:
The English translation of the company's articles of association;
Process: Not ApplicableFormat: Scan Copy

This Company's Required Documents

Equity Documents:
List of this prospective Irish Company's Ultimate Beneficiary Owners. Signed by this prospective Irish Company's director.
Process: Not ApplicableFormat: Scan Copy
Residence, not nationality: the director rule

REQUIREMENTS AND ESTIMATED COST

Residence, not nationality: the director rule

Most entries on this list describe something the company must have in place, and each can be supplied by someone other than the founder. Section 137 of the Companies Act 2014 requires at least one director resident in a state of the European Economic Area; the test is residence, not nationality, and it attaches to a director, not to the shareholders. A company without such a director has two exits, not one: a bond, or a certificate from the Registrar that it has a real and continuous link with economic activity carried on in Ireland. The identity number is different in kind: it is personal to the individual who needs it, not a role someone else can fill.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:
EUR 350
Government Fee:
EUR 50

Requirements

Company Secretary: Company secretary required

To register a company in Ireland, there must be a company secretary (can be a natural person or legal entity), who can be one of the directors of the company (without nationality, residence, and professional ability restrictions), but cannot be the sole director of the company. If you do not have one voluntarily takes on the role of company secretary responsible for communicating with the Irish authorities, you can choose the nomination secretary service provided by TKEG Expat.
Included: No · Solution availableEstimated Cost: EUR 600
Nominee Director: Need to have residents of the European Economic Area (EEA) to serve as directors, or purchase "Non-Resident Insurance 137"

All Irish companies must have a resident of the European Economic Area (EEA) as a director. If there is no resident of the European Economic Area (EEA) serving as a director, it is necessary to purchase "Non-Resident Insurance No. 137". If there is no resident of the European Economic Area (EEA) serving as the director of the intended Irish company, you can choose the nominee director service provided by TKEG Expat or the non-resident insurance service.
Included: No · Solution availableEstimated Cost: EUR 850 – 3,025
Registered Address: Registered Office Address is Required

To register an Irish company, an Irish address is necessary. If you do not have an Irish address, you can choose the address hosting service provided by TKEG Expat.
Included: No · Solution availableEstimated Cost: EUR 300
Tax Registration: Irish personal identification number (IPN/PPS) required

All natural person shareholders, directors, and Ultimate Beneficiary Owners (UBO) of Irish companies must have an Irish Personal Public Service Number (PPS) or Identification Number (IPN) in order to open a company in Ireland. If you do not have an Irish Identification Number, you can use TKEG Expat's Service to Apply for an IPN.
Included: No · Solution availableEstimated Cost: EUR 100 – 175
Other Services: If the total number involved parties exceed two, a 25 EUR supplement fee occurs for each party.

If the total number involved parties exceed two, a 25 EUR supplement fee occurs for each party. (Excluding nominee directors and secretary hired through TKEG Expat's service)
Included: Yes ×2.00Additional Cost: EUR 25

Estimated Cost

Estimated Cost:
EUR 400 – 4,525
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TAX

What the certificate does not settle for tax

The certificate does not register the company for tax. Revenue's guidance for new companies asks for the Companies Registration Office number before it will register a company, so tax registration always follows incorporation, and one registration can cover corporation tax, employer PAYE and VAT together. The two corporation tax rates are not a choice: the nature of the income decides, and the point easy to miss from abroad is that the higher rate also reaches a business operated entirely outside Ireland. The VAT number is issued by Ireland, not by the EU, and a valid one can still fail a VIES check until it is activated for intra-EU transactions.
What the certificate does not settle for tax

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

Corporate Income Tax (CIT)

General CIT Rate:
Trade company: 12.5%. Non-trade company: 25% (e.g. royalties received by passive holding companies).
CIT Return Due Date:
Nine months after the end of the tax accounting period.
CIT Payment Due Date:
Nine months after the end of the tax accounting period.
CIT Estimated Payment Due Date:
Small companies: The first installment should be due 31 days before the end of the tax accounting period, and the final installment should be due at the time of submitting the tax return; Large companies: The first installment should be due six months after the start of the tax accounting period, the second installment should be due 31 days before the end of the tax accounting period, and the final installment should be due at the time of submitting the CIT return for that period. * Not later than the 23rd of the month.

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):
25/20/20
Non-Resident Withholding Tax (Dividend/Interest/Royalty):
25/20/20

Value-Added Tax (VAT)

General VAT Rate:
23
Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:
33%

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:
12.36
Composite Effective Marginal Tax Rate:
13.21

Conclusion

After the certificate: a public record and a calendar

The certificate turns the company into a public record with a calendar of its own. Its entry on the Irish register carries a European unique identifier, and the business registers of every EU member state have been interconnected and searchable since June 2017, so the record is visible well beyond Ireland. The beneficial ownership filing is not part of incorporation: it follows the certificate, in a separate register. When it is made, the check that matters is that it names the same owners as the incorporation file. After that, the annual return to the Companies Registration Office and the corporation tax return run on separate clocks.
Most popularIreland Company Registration (LTD/Teoranta)
About Ireland
Jurisdiction Overview

About Ireland

Ireland is Europe’s leading hub for US tech and pharma multinationals, offering 12.5% corporate tax, an English-speaking EU base, and a young highly educated workforce in Dublin’s thriving ecosystem.

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