The Republic of Ireland is a member of the European Union since 1972. The country is English speaking and Irish is also an official language. Ireland is presently the only English speaking jurisdiction in the Eurozone monetary system.
The government system in the Republic of Ireland is very similar to that of England. The National Parliament consists of a President, a House of Representatives with approximately 160 members and a senate with approximately 60 members. The system has long established procedures relating to company and mercantile law and is an excellent jurisdiction for corporate activity. The Corporate Law of the Republic of Ireland is the Companies Act of 1963 - 2006. The government has also adopted polices to encourage both investment and private enterprise.
Types of companies:
There are two types of companies, private and public.
Types of companies:
There are four types of public company:
Name: A company may be incorporated with any name provided that it is not undesirable and ends with the word "Limited" or "Teoranta". Generic and non descriptive words like holdings, international etc. are not generally permitted. The choice of a company name must be approved by the registrar of companies. Companies are normally incorporated within 5 to 10 working days.
Capital: The authorized share capital of a private company can be any amount. Companies are normally capitalized with 100 issued shares of Euro 1 each. Bearer shares are not permitted for a private company otherwise the company ceases to be entitled to the privileges and exemptions conferred on private companies.
Shareholders: Minimum one shareholder is permitted in private limited company. Corporate shareholders are permitted.
Directors: Every Irish company must have at least two directors where one should be resident in a member state of the European Economic Area. Alternatively a company may dispense with this requirement by placing a bond to the value of Euro 25,394/76 with the company registry. This can be arranged at a premium by the agent.
Corporate directors are not permitted.
Secretary: Every company must have a Secretary who may also be a Director. A Corporate Secretary is permissible and may or may not be resident in Northern Ireland.
Registered Office/Agent: Every company must have a Registered Office in Ireland.
Registers & records: The register of members, directors and secretaries should be kept at the Registered Office of the company and should be open to the inspection of any member without charge. Minutes of all proceedings of general meetings of a company should be kept at the registered office of the company. Every company should have its name engraved in legible characters on its seal, which can be kept anywhere as the directors may determine.
Taxation: There are tax implications as to whether the company is actively or passively trading. Passive (non-trading) income earned by a company in Ireland is taxed at 25%. Such incomes include foreign dividends, interest and royalties. Income earned in the course of an active (trading) business is taxed at 12.50%
According to a recent guidance note issued by the Revenue commissioners the following are deemed to fulfil the concept of trading in Ireland: Manufacturing, provision of services, buy/sell operations, IFSC- type financial operations, and outsourcing of functions to a service provider on the basis that the out-sourced activity is managed and controlled by the Irish company.
Also please note that Ireland operates a self-assessment system for corporate tax and thus the company itself makes the initial decision as to whether a company's activities constitute trading. Where a company has doubt on this matter it may communicate this to the Revenue Commissioners and in doing so the company will protect itself from interest and penalties should the Revenue Commissioners contest this point at a later stage.
Ireland has 50 double taxation agreements covering most of the industrialized countries and further treaties are under negotiation.
Annual Requirements: Every Irish Registered Company must keep proper accounting books and records and submit an annual audited statement of financial account. Please note:
In every calendar year, each company must hold an Annual General Meeting (AGM) at which the shareholders approve the Annual Accounts. Not more than 15 months may elapse between the date of one AGM to the next.
Company Renewal: Renewal of company, to be paid on anniversary date of incorporation. Failure to do so results in penalties and could result in the striking-off of the company from the Registry.
Latest valid passport copy and recent utility bill for address proof of shareholder/director are required to be submitted at every renewal as a part of enhanced due diligence. If shareholder is a corporate entity, then latest certificate of incumbency and above stated docs of directors would be required.
Due Diligence Documents: Every company must have a Registered Office in Ireland.
Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal, tax or other professional advice. We do not accept any responsibility, legal or otherwise, for any errors or omissions.