Setting up a company in Ireland
To set up a company in Ireland from abroad, you register it with the Companies Registration Office (CRO) online, then file its beneficial owners with a separate register and register it for tax with Revenue. The usual starting point is a private company limited by shares (LTD). The paperwork is short. The rule that catches non-residents is the director requirement: one director must live in the European Economic Area, or the company needs a bond.
In short: choose the company type, check the name, appoint a director, a separate secretary if you are the only director, and an Irish registered office, file Form A1 and the constitution on CORE, file the beneficial owners within five months, then register for Corporation Tax and, when you pass the threshold, VAT.
Choose the company type before you set up a company in Ireland
The CRO lists four main company types: the private company limited by shares (LTD), the designated activity company (DAC), the company limited by guarantee (CLG) and the public limited company (PLC). Unlimited and investment companies exist too, but they serve narrower purposes.
For a trading business owned by founders or a parent company, the LTD is the usual choice, for three practical reasons:
- Limited liability. Shareholders’ liability is limited to any amount still unpaid on their shares.
- One director is enough. Every other type needs at least two directors.
- No objects clause. An LTD has a one-document constitution and, in the CRO’s words, “can engage in any allowed business”.
The name of an LTD must end with “Limited” or “Teoranta”. A private company can have up to 149 members, and every company type can have a single member, so a foreign parent company can be the sole owner of an Irish LTD.
Pick a DAC instead when the company should have a fixed list of objects, for example to satisfy a lender or a regulator. A CLG suits charities and non-profit bodies. A PLC must state a share capital of at least €25,000 in its constitution and is built for companies that may offer shares to the public.
A branch of your existing foreign company is a separate route. It registers as an external company and does not create a new Irish company, so weigh it with an adviser if you want to test the market before you incorporate.
Step 1: Pick a name and check it on CORE
CORE is the CRO’s online filing system, and registering on CORE is free. Search the register before you settle on a name, and use CORE to check that the name is suitable.
You can reserve a name for 28 days for €25. If you file the incorporation within those 28 days, the €25 comes off the incorporation fee. Reserving is optional, but it stops someone else from taking the name while you collect documents from abroad.
At the end of this step you should have a name that ends with “Limited” or “Teoranta” and that you have checked against the register.
Step 2: Appoint directors, a company secretary and a registered office
An LTD needs at least one director, a company secretary and an Irish registered office before it can be incorporated.
Directors
The CRO’s rules for company officers set the basic conditions. A director must be at least 18, must be a person rather than a company, cannot be an undischarged bankrupt and cannot hold more than 25 directorships, with some exceptions. Every director gives written consent to act, through Form A1.
The EEA-resident director rule and the section 137 bond
At least one director must be resident in a member state of the European Economic Area: the EU countries plus Iceland, Liechtenstein and Norway. The United Kingdom left the EEA resident area on 31 December 2020, so a UK-resident director no longer meets the rule on their own.
If no director lives in the EEA, the company must hold a bond in the prescribed form to the value of €25,000. The bond:
- comes from a bank, building society, insurance company or credit institution acting as surety;
- runs for at least two years;
- must be in force from the date of incorporation, with a certified copy sent in with Form A1.
The bond covers certain fines and tax penalties if the company fails to pay them. Once the company is trading, it can apply on Form B67 for a certificate that it has a real and continuous link with an economic activity in Ireland, supported by a statement from Revenue. While that certificate is in force, the EEA-director rule does not apply.
Company secretary
Every company has a secretary. The secretary can be one of the directors, or a company, but an LTD with a single director must appoint a separate person as secretary. The directors have a legal duty to make sure the secretary has the skills or resources to carry out the role. Many founders from abroad hire a firm offering corporate secretarial services in Ireland for this reason.
Registered office
Every company must keep a registered office in Ireland. It has to be a physical address, not a post office box, because the public can inspect certain registers there and official notices are sent to it. You can place the registered office in the care of an authorised agent, which lets non-resident founders cover it until they have premises of their own. Virtual office providers in Ireland offer this as a service.
When this step is done, you should have named directors who have agreed to act, a secretary, an Irish address, and either an EEA-resident director or a bond in hand.
Step 3: Prepare the constitution and Form A1
The CRO’s required steps are a Form A1 and a constitution, filed together on CORE.
The constitution of an LTD is a single document: the articles of association, following Schedule 1 to the Companies Act 2014. The CRO does not draft constitutions for you; it points founders to accountants, solicitors and company formation agents.
Form A1 records the company name, the registered office, the directors and secretary with their consents, the subscribers and their shares. It also carries two declarations:
- that the requirements of the Companies Act have been met;
- that the company will carry on an activity in Ireland, with the general nature of that activity, its four-digit NACE code, the Irish address where it will be carried on and the address of the company’s central administration.
The activity declaration matters for foreign founders. The Registrar will not register a company unless it appears that the company will carry on an activity in the State, so describe the real business plainly.
You also decide the share capital here. The €25,000 minimum in the CRO’s guidance applies to a PLC. An LTD’s constitution can simply state that its share capital stands divided into shares of a fixed amount, so agree the figure with your adviser.
Step 4: File on CORE and wait for the certificate
You, or a formation agent acting for you, submit Form A1 and the constitution on CORE and pay the filing fee. Under the ordinary online scheme, the CRO aims to issue the certificate of incorporation within ten working days of receiving correct documents. Filings are handled in the order they arrive, and a filing returned for correction goes back into the queue on the date you resubmit it.
Some formation agents use the CRO’s Fás Phráinn scheme. It works from a constitution the CRO has approved in advance, which lets the CRO issue certificates within five working days. If speed matters, ask a provider whether it files through this scheme.
The company exists once the certificate of incorporation is issued. You now have a CRO number, which you need for the next two steps.
Step 5: Register the beneficial owners with the RBO
Beneficial ownership goes to a separate body, the Central Register of Beneficial Ownership (RBO). A beneficial owner is any individual who ultimately owns or controls the company, through shares, voting rights or control by other means.
The rules in S.I. No. 110 of 2019 require a new company to file this information within 5 months of incorporation. Filing is online only, with no fee. For each owner the RBO asks for:
- Name and PPSN, the Irish personal public service number, which the RBO checks against official records;
- Residential address and country of residence;
- Nature and extent of the interest held and the control exercised.
Foreign owners often have no PPSN. A separate procedure exists for that case, so ask your provider to handle it early rather than near the deadline.
Step 6: Register for tax with Revenue
Revenue registration comes after incorporation, because you need the CRO number first. A tax agent can register the company online through ROS, Revenue’s online service. Without an agent, an Irish-resident company sends Form TR2 and a foreign company Form TR2 (FT). The same registration covers Corporation Tax, employer PAYE, VAT and Relevant Contracts Tax. You receive a tax reference number, and from then on returns and payments go through ROS.
Corporation Tax
Revenue’s rates are 12.5% on trading income and 25% on non-trading income, such as rental and investment income, and on income from an excepted trade. A company resident in Ireland pays Corporation Tax on its worldwide profits. Tax residence has its own rules, separate from where the company is registered, so get advice from a tax adviser in Ireland before you assume the trading rate applies to everything the company earns.
VAT
Registration depends on turnover. Revenue’s thresholds are €42,500 for a business supplying services only and €85,000 for one supplying goods. Lower thresholds apply to distance sales of goods and to acquisitions from other EU Member States. The standard rate of VAT is 23%. A VAT adviser in Ireland can tell you whether your business should register before it reaches a threshold.
If you hire staff, the company also registers for employer PAYE. Payroll providers in Ireland usually take this on.
What an Irish company files every year
Once it is set up, the company has a regular cycle of filings:
- Annual return. Every Irish company delivers an annual return (Form B1) to the CRO, whether it is trading or not, with its financial statements unless an exemption applies.
- Accounting records. The Companies Act 2014 requires every company to keep adequate accounting records.
- Officer changes. Changes to directors or secretary go to the CRO on Form B10 within 14 days.
- Corporation Tax return through ROS, and VAT and payroll returns if registered.
- RBO updates whenever a beneficial owner changes.
Late annual returns lead to late filing fees and can cost the company its audit exemption, so set calendar reminders from day one or hand the work to an accountant in Ireland. Larger companies, and some company types, also need an audit.
Common mistakes founders from abroad make
Planning around a UK-resident director. Since the end of 2020 a UK resident does not satisfy the EEA rule. Arrange an EEA-resident director or the €25,000 bond before you file.
Making a sole director the secretary. A single-director LTD must have a separate secretary, and the CRO rejects forms signed by one person in both roles.
Using a mail drop as the registered office. The registered office must be a physical address where documents can be delivered by hand.
Missing the RBO deadline. The five-month clock starts at incorporation, and owners without a PPSN take longer to file.
Vague activity descriptions. Form A1 must describe what the company will do in Ireland and where. A thin description invites questions from the Registrar.
Assuming the bank account is quick. Irish banks run their own checks on foreign-owned companies. Some formation firms offer bank account assistance, but no firm can promise an account.
Finding help with the set-up in Ireland
Of the 145 firms listed for Ireland, 121 offer company formation. Most are in Dublin, with 102 firms, followed by Cork with 33. Of all the firms listed in Ireland, 71 name foreign clients as a focus; you can compare them on the page for accountants for foreign clients in Ireland.
For help choosing a provider, what to send it and what a quote should cover, read the page on company formation in Ireland. If you would rather describe your plans once, send a free quote request through Accountanty, and suitable firms will be asked to reply.
Verdict
The legal route is short: an LTD, one director, a separate secretary if needed, an Irish registered office, Form A1 and a constitution on CORE, the RBO filing within five months, then Revenue. What decides how smoothly you set up a company in Ireland from abroad is the director question. Settle the EEA-resident director or the section 137 bond first, and the remaining steps follow in order.