Setting up a company in Ireland – Requirements for non-resident directors

By Caitlyn Buchanan, 12th February 2020

Many international business people explore the possibility of setting up a company in Ireland with non-resident directors. Ireland is an attractive location to register a company because now that Brexit has passed it is the only mainly English-speaking country in the EU. With a low corporation tax rate of 12.5%, a strong economy and minimal bureaucracy Ireland is one of the easiest locations for non-nationals to incorporate a company.

This article highlights 4 of the main Irish company requirements that non-resident directors should be aware of before setting up a company in Ireland.

1. Company Officers and Shareholders

Company Director

Non-resident directors can set up an Irish company. Irish companies can have multiple directors but they are required to have at least one director who is a resident within the European Economic Area (EEA). The EEA includes Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden. However, if none of the directors meet this requirement the company must take out a Non-EEA Resident Director Bond.  A third possibility is proving a Real & Continuous Link to the state, however, this requires several existing Irish-based employees as well as Revenue approval.

Please note: the residency requirement does not take nationality into consideration, for example, an Irish national who is a resident in Australia would not qualify to be the sole director of an Irish company without taking out a non-EEA resident director bond.

Company Secretary

Irish companies are required to appoint a secretary. If there are two directors one can also act as the secretary. If there is only one director and no person to act as secretary the company can appoint a qualified professional body, such as Company Bureau to fulfil this role. Annual Company Secretary and Compliance Services can be viewed here.

Company Shareholders

A minimum of one shareholder is required and the company directors can be shareholders. An existing body corporate can also hold shares of an Irish company. If a company holds 51% or more of an Irish company’s shares this is known as a Subsidiary company.

2. Share Structure

The minimum recommended Share Capital for Irish companies is 100 shares valued at €1 each. The directors can choose to set an authorised share capital, this is the maximum number of shares the company can allocate over its lifetime. The CBF standard authorised share capital is €100,000 divided into 100,000 ordinary shares valued at €1 each. There is an unlimited share capital option which leaves the company more flexible should there be changes to the share structure in the future.

Another benefit of setting up a company in Ireland is; when a company issues shares valued at less than €1000 this amount can be held in cash. When the issued share capital is more than €1000 it will need to be paid into the corporate bank account before it can be used toward the business.

3. Registered Office Address

Irish companies are required to have a registered office in Ireland. This can be a residential or business address as long as it is a physical location and not a PO box. Our Registered Office Service in Ireland can be viewed here.

4. Bank Account and Tax Registration

Both the Irish banks and Revenue Commissioner expect companies to have some form of trade in Ireland. The business should be able to at least show an intent to trade with Irish-based customers or suppliers in the form of contracts or invoices.

Corporate Bank Account

Irish companies are required to have a corporate bank account, in most cases one of the high street banks such as AIB or Bank of Ireland are desirable. Irish banks require a physical meeting between one of the company directors and the bank where they will look for evidence of ‘on the ground business’ in Ireland.

There is also the option to set up an account with an online bank using an underwritten financial services provider. However, the fees may be slightly higher and typically they do not offer credit services or overdraft. In some cases, a corporate bank account could be located in another European jurisdiction

Corporate Tax Registration

Irish companies are required to register for corporation tax within 28 days of trading in order to qualify for the 12.5% tax rate. However, if this is a holding company or a dormant company that will not be trading right away, the Revenue Commissioners must be notified of as to why the company has not registered.

VAT Registration

It is important to note that the Revenue Commissioner require Irish companies to have a physical presence in Ireland in order to successfully register for VAT. In this case, a registered office address would not be sufficient, but a company may be able to show physical presence by renting office or desk space in Ireland. Alternatively, a company may be able to satisfy the requirement by proving a continuous economic link to the State such as invoices with Irish customers and suppliers.

How to Set Up a Company in Ireland

Company Bureau has formed over 35,000 companies since opening in 1997. Our staff are extremely knowledgeable about how to meet the Irish company requirements.

This has led us to develop our ‘Open for Business Corporate Services Package‘ which contains the following services which our non-resident director clients typically need:

• Incorporation of an Irish Private Limited Company (LTD) – our full corporate package includes all legal documents and company seal
• Annual Company Secretarial & Registered Office service (including Corporate Company Secretary) 
• Assistance Setting up a Corporate Bank account including the provision of online banking 
• Corporate Tax Registration 

For more information about setting up a company in Ireland with non-resident directors please contact us on +353 (0)1 6461625 or e-mail formations@companybureau.ie.

 

Disclaimer This article is for guidance purposes only. It does not constitute legal or professional advice. No liability is accepted by Company Bureau for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change.