General information

Ireland is located to the west of Great Britain. It has become one of the EU's biggest success stories. Foreign investment, low corporate tax and a liberal approach to trade has contributed to the success of the Irish economy. Ireland has a very well developed, regulated and sophisticated banking and financial system experienced in handling the requirements of overseas companies. The English language is the official business and commercial language

The main type of companies in Ireland

There are four major kinds of business entity, and they are as follows:

• Private limited company (PrC)
• Public limited company (PLC)
• Partnerships
• Branches

Private limited companies are the most common form of business entity used in Ireland. The essential features of a private limited company are that the liability of members is limited to the amount of share capital subscribed to. The main features of a private limited company are as follows:

• No minimum threshold of share capital
• Two directors and company secretary required
• One director to reside in Ireland, or € 25,395 bond
• Audited accounts to be filed annually

The registration of an Irish private limited company Name of the company : Irish companies must use the suffix Limited , Ltd or Teoranta (Irish Gaelic for Limited),to denote limited liability. The following names bank, building society, savings, insurance, assurance, reinsurance, fund management, asset management, co-operative, Chamber of Commerce, society, municipal, group, holding, Irish or their foreign language equivalent requires consent or a license.

Memorandum and Articles of Association : A company is formed by filing its Memorandum and Articles of Association to the Registrar of Companies along with the registration fee. The Memorandum states the activities in which the company may engage together with a Form A1 detailing the first directors, secretary and situation of the Registered Office to be declared in the presence of a solicitor, notary or Commissioner of Oaths in the Republic of Ireland.

Shareholders : The minimum number of shareholders is one and corporate shareholders are allowed.

Directors : The minimum number of directors is two and at least one should be resident in Ireland. Corporate entities are not permitted to act as directors. In the absence of a "resident" director a bond in the sum of 25,395 Euro and valid for a minimum of 2 years must be paid up to satisfy section 43(3) of The Companies (Amendment) (No.2) Act 1999. Every company is required to have a company secretary and individuals or corporate entities may hold this position.

Company secretary : It is mandatory to have a company secretary. The Company secretary has a legal responsibility to maintain company records, file annual returns and/or carry out any other functions that may be set out within the Memorandum & Articles of Association. The Secretary can be a natural person or body corporate and need not be resident in the Republic of Ireland.

The share capital : Share capital is usually £ 10,000 pounds or above. Capital duty of 0.5% is payable on the issued share capital. Stamp duty is payable at a rate of 1% on the transfer of shares in all companies. The minimum issued capital is two shares of par value.

Registered office : The Registered Office Address of the Irish company must be in Ireland and must be recorded in the Companies Registration Office. This address may be changed at any time by notifying the relevant authorities at the Companies Registration Office. The registered office address should be displayed on all letterheads and stationery for the company together with the Incorporation Number and full name of the Directors and Secretary.

Taxation : The corporate tax rate is currently 12.5% and by agreement with the European Commission, Ireland has a single low rate of tax on trading income. 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 rate of tax. As part of the introduction of the 12.5% rate, the government has agreed with the European Commission to phase out the 10% tax rate, which applied to a defined range of activities, by 2010. A company resident in Ireland for tax purposes is subject to corporation tax on its world-wide income. A company may be resident in Ireland under either the "incorporation" test or the "management and control" test. Ireland has also a very extensive network of double tax agreements. The treaty countries include: Australia, Austria, Belgium, Canada, Cyprus, Denmark, Finland, France, Germany, Italy, Japan, Korea, Luxembourg, Netherlands, New Zealand, Norway, Pakistan, Portugal, Russian Federation, South Africa, Spain, Sweden, Switzerland, USA, United Kingdom and Zambia.

Audit and financial returns : 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.

Meetings : Company meetings need not be held in Ireland.