Ireland Private Limited Company (LTD)
Formation of an Ireland Private Company Limited by Shares (LTD)
An Ireland Ltd company is a tax-effective vehicle for conducting international business in the European Union. It features a low corporate rate of 12.5%, 3-year tax exemption, double taxation treaties with over 70 countries, and absence of withholding tax remittances.
Ireland private companies are frequently used by trading companies for conducting their business within the EU, as well as for e-commerce and IT business activities.
FACTS & INFO
The term ’offshore’ is not used in Irish legislation or when describing company forms. In Ireland, there are no specific forms of companies or other entities designed for offshore operation.
Private limited companies are the most common form of business entities used in Ireland. The essential features of such companies are that the liability of members is limited to the amount of share capital subscribed to.
Irish companies must use the suffix "Limited" or "Ltd." to denote limited liability and can use any name unless it includes words such as "Empire", "Crown", "Imperial", "Windsor", "Royal", "Assurance", "Bank", "Building Society", or any other words deemed sensitive or offensive. Special consent is required for names such as "European" or "International".
A company is formed by submitting its constitution to the Companies Registry Office in Dublin, along with the registration fee. The constitution permits a company to trade in any legal business.
The minimum number of shareholders is one, while the maximum number of shareholders is 99 in the case of a private company. Corporate shareholders are allowed. Shares may be held jointly by two or more people.
Authorised share capital is only €10,000 or above, with 100 shares issued. There is no capital duty payable on the issue of shares in limited companies. Stamp duty is payable at a rate of 1% of the market value on the transfer of shares in all companies. If the value of the consideration or the market value of the shares is less than €1,000, the stock transfer form does not have to be stamped.
DIRECTORS AND COMPANY SECRETARY
A private limited company can have a single director, once a separate secretary is appointed. At least one of the proposed directors of the company must be resident within the European Economic Area (EEA). Corporate entities are not permitted to act as directors. In the absence of a 'resident' director an insurance bond in lieu in the sum of €25,395 must be lodged. The cost of maintaining of such insurance bond is around €980 p.a. If at least one of the directors is an EEA resident, the non-resident directors bond is not required.
Every company is required to have a company secretary, and individuals or corporate entities may hold this position.
The registered office address of an Irish company must be in Ireland and must be recorded in the Companies Registration Office (CRO). This address may be changed at any time by notifying the relevant authorities at the CRO. The trading address of the company may be different from that stated at the registered office. All official correspondence is sent to the registered office.
Ireland private companies do not need to hold an AGM.
Incorporation time is usually 3-7 working days.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $2,010. These include:
- Provision of registered office and registered address
- Provision of registered agent and company secretary
- Submission of annual return
- No withholding tax on the payment of dividends by the holding company to EU or tax treaty countries.
- No capital gains tax on the disposal of shareholdings in subsidiaries.
- No transfer pricing, thin capitalisation or CFC rules.
- Tax deductions for interest on borrowings to acquire shareholdings in subsidiaries.
- Favourable treatment on the receipt of dividend income.
- Extensive tax treaty network and access to EU Parent-Subsidiary Directive.
- Low tax rates for both trading operations and investment activities.
By agreement with the European Commission, Ireland has a single low rate of tax on trading income of 12.5%. This rate applies to active income from all operations and creates many new opportunities for overseas companies in Ireland that might not previously have qualified for a low tax rate. The overall tax burden in Ireland is the second lowest among all other EU member states. A company resident in Ireland for tax purposes is subject to corporation tax on its worldwide income. A company may be resident in Ireland under either the incorporation test or the management and control test. With some exceptions, a company incorporated in Ireland is automatically considered to be tax-resident in Ireland.
AUDIT AND ACCOUNTING
All companies registered in Ireland must file annual returns showing details of shareholders and directors. A company must have an auditor, and accounts must be filed each year with the Companies Registration Office. Small companies can prepare abbreviated accounts, which do not have to include the level of turnover.
The company is obliged to file an annual return with the CRO exactly 6 months after the date of incorporation, regardless of whether the company has begun to trade or not. Failure to make this return on time will result in substantial penalty fees from the CRO, which start at €100 and accrue at €3 per day for every extra day that it is late.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of incorporation documents with the CRO
- A standard set of original corporate documents
- Payment of the government fees
- Provision of registered office, agent and company secretary
- Company seal
- Rubber stamp
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of Ireland.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.