Step by Step Guide to starting a business in Ireland

The population of the whole of Ireland is approximately 5.7 million of which 4.2 million live in the Republic. Roughly one third of the population live in Dublin and its surrounding suburbs. The Republic of Ireland is a parliamentary democracy with a written constitution. The President is the Head of State elected for a maximum of two terms of seven years. The Parliament is known as the Oireachtas and consists of two houses, the Lower House and the Seanad (Senate).

Principal corporate legislation

Companies Acts 1963 to 2009 as amended. In particular The Companies (Amendment) (No.2) Act 1999.

Procedure to incorporate

Submission of memorandum and articles of association, together with a Form A1 detailing the first directors, secretary, share capital and situation of the registered office. The Form A1 must be declared by an officer (Director or Secretary) of the company and witnessed by an official as permitted under the Statutory Declarations Act 1938 as outlined on the form. It is important to note that the Companies Registration Office will only incorporate new companies that prove they intend to undertake a real business in Ireland.

Restrictions on trading

Cannot solicit funds from or sell its shares to the public. Required to undertake some business within Ireland.

Time scale to incorporate

3-5 days.

Names requiring consent or a licence

The following names or their derivatives: bank, building society, savings, insurance, assurance, reinsurance, fund management, asset management, co-operative, Chamber of Commerce, society, municipal, group, Irish or their foreign language equivalent.

Compliance - authorised and issued share capital

There is no capital duty payable on the authorised capital. There is no maximum authorised capital. The minimum issued capital is two shares of par value or in the case of a single member company, one share.

Classes of shares permitted

Ordinary shares, preference shares, redeemable shares and shares with or without voting rights.

Double taxation agreements

Ireland has a very extensive network of double tax agreements. The treaty countries include: Australia, Austria, Belgium, Bulgaria, Canada, Chile, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, India, Israel, Italy, Japan, Korea, Latvia, Lithuania, Luxembourg, Malaysia, Mexico, Netherlands, New Zealand, Norway, Pakistan, Poland, Portugal, Romania, Russian Federation, Slovak Republic, Slovenia, South Africa, Spain, Sweden, Switzerland, USA, United Kingdom, Vietnam and Zambia.

Financial statement requirements

Annual accounts must be filed with the tax authorities (Revenue Commissioners).

Select Directors

You must decide who will be the directors of the company.

• Directors are the individuals who administer the affairs of the company and make all major decisions for the company.
• The minimum number of directors is two, one of which should be resident the EU.

Company Secretary

A company secretary is required who can be a natural person or body corporate. The company secretary need not be resident in the Ireland.

Select Shareholders

You must select who will be the shareholders of the company.

• Shareholders are the person(s) who hold (i.e., own) the shares in the company.

• The minimum number of shareholders is one.

Annual Returns

Every company must file an annual return in each calendar year. The 1st annual return becomes due for filing with the Companies Registration Office 6 months after incorporation. Accounts must be annexed to the 2nd and subsequent annual returns.