Ireland Private Company

The authorized share capital of an Ireland private company can be any amount. Companies are normally capitalized with 100 issued shares of Euro 1 each.

Bearer shares are not permitted for an Ireland private company otherwise the company ceases to be entitled to the privileges and exemptions conferred on private companies.

Minimum one shareholder is permitted in an Ireland private company. Corporate shareholders are permitted.

Every Ireland private 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 in an Ireland private company.

Every Ireland private 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.

Every Ireland Private Company must have a Registered Office in Ireland.

The register of members, directors and secretaries should be kept at the Registered Office of the an Ireland private 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.

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.

Every a Ireland private 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 of an Ireland private company 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.
• Ireland 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.

Renewal an Ireland private 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.