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Ireland Company

Ireland Company

Synopsis

Ireland Company SetupThe 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:

  • Private limited by share capital
  • Single member private limited by capital
  • Unilimited company
  • Guaranteed limited company with share capital

There are four types of public company:

  • Public unlimited company
  • Public limited company
  • Guaranteed company without share capital
  • Societas Europaea

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.

  • The first AGM must be within 18 months of the date of incorporation of the company.
  • Every company whether trading or not, is obliged to file an Annual Return (Form B1) with the Companies Registration Office (CRO) once at least in every calendar year.
  • A new company's Annual Return Date (ARD) is the date six months after the date of incorporation. A company's ARD in future years is 12 months from its previous ARD unless the company has altered its ARD.
  • Accounts must generally be filed with the Annual Return, except in the case of the first Annual Return of a new company, made up to the date which is 6 months after its date of incorporation.
  • The Annual Return and Accounts must be filed with the CRO within 28 days after the company's existing ARD. After this date additional filing penalties are incurred.
  • Dormant companies must also file accounts, although in abbreviated form, in the same way as the active companies.
  • The annual accounts must be prepared in accordance with generally accepted international accounting principles and must be audited in accordance with accepted auditing procedures.
  • The audit can also be prepared from accounts prepared by the client together with supporting audit evidence. If the accounts delivered to the CRO for filing are not in the correct format and/or do not contain the information required under the Companies Act, the annual return may not be accepted by the CRO but returned to the presenter to rectify the deficiency. If the accounts are not correctly completed the company and every officer of the company who is in default shall be liable on summary conviction to a fine.
  • Private companies that meet certain criteria may avail of an exemption from the requirement to have their accounts audited. These companies are absolved from the statutory requirement to appoint an auditor. Private limited companies with a turnover not exceeding 7.3m and a net asset threshold not exceeding €3.65m may avail of audit exemption subject to meeting the other criteria.
  • Failure to file the Annual Returns and Annual Accounts can result in the prosecution of the company and its directors and/on the striking off of the public register. The Irish Finance Act of 1995 requires that new companies disclose the following information to the Revenue Commissioners as follows: Name of company, address of registered office, principal place of business of the company, name and address of directors and company secretary, name and address of any individuals who have control of the company, territory in which central management and control is normally exercised and any other such information as requested. Management and control of an Irish company is in Ireland and if not this might have negative tax implications for the company.

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.

  • Passport copies of shareholders / directors
  • Address proof of shareholders / directors (utility bill for residential address not more than 3 months old)
  • Bank reference letter for shareholder / director
  • Professional reference letter / director
  • Profile / CV of shareholder / director

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.