Business Registration Ireland

Introduction
The trading structure or business registration your company will take in Ireland will be an important issue to decide at the beginning of your proposed Irish trading activity. This may be through a place of business, branch registration or limited company, subsidiary or directly held entity.

These entities can normally be set-up within 5-7 workings days on application to the Companies Registration Office (CRO).

The most common limited company registration in Ireland is through a private limited company with share capital.

Below you will find an overview of the most common types of business registration available in Ireland and the associated compliance issues with each type of registration.

Place of Business & Branch Registration

There are legal obligations on foreign companies operating in Ireland to register with the CRO, normally within 1 month of beginning operations here. Foreign companies will either have a Place of Business or a Branch. The difference between these two types of registration depend on whether the company’s activities in Ireland are part of the company’s main business or are just ancillary activities such as a representative office, with decision making on contracts being made at head office overseas. The ancillary office is considered to be a ‘place of business’ and an example of ancillary activities may include something similar to market research on behalf of an overseas parent company.

Place of Business

The information needed for a place of business registration would include:

1. a notarized and apostille stamped copy of the foreign companies memorandum & articles of association or similar constitution.
2. list of directors
3. names and addresses of person resident in Ireland authorised to accept on behalf of the company service of process of any notices to be served on the company
4. address of the company’s principal, place of business in Ireland

Once registered, there are no annual accounts compliance requirements for privately held companies.

Branch

The information needed for a branch registration would include:

1. a notarized and apostille stamped copy of the foreign companies memorandum & articles of association or similar constitution.
2. copy of certificate of incorporation
3. list of directors
4. names and addresses of person resident in Ireland authorised to accept on behalf of the company
5. service of process of any notices to be served on the company
6. address of the company’s branch in Ireland

Once registered, there are annual accounts compliance requirements for privately held companies. In addition the branch is likely to be subject to taxation on branch profits.

Accounts compliance requirements include:

1. The accounts of the company for the period including, if it has one or more subsidiaries, any consolidated accounts of the group;
2. any annual report of the directors for the period;
3. the report of the auditors on the company accounts;
4. any report of the auditors on the directors’ report

Limited Company Registration

Unlike the above registrations this would be a completely separate legal entity to the foreign business.

There are certain minimum requirements that must be satisfied before the company can be registered. These include two directors, one company secretary, a registered office in Republic of Ireland, a declaration that there will be an ‘activity’ in Ireland and one shareholder.

We have received many enquiries recently on the subject of Company Law requirements for Directors of an Irish Limited Company. The information held by some on this subject can be somewhat mis-led, out of date or plain confused!

Director’s residency is a significant and also potentially costly issue when incorporating an Irish limited company.

The current requirement for forming an Irish limited company is that at least one of the two Directors is an EEA resident (EU plus Norway, Iceland & Liechtenstein). Previously one of the Directors had to be Irish resident. Without an EEA resident Director then the company is required to take out a s43 bond insurance policy, which costs a substantial sum.

The first period of accounts for a private company must normally be filed within 18 months of incorporation date with the CRO. A corporation tax return has to be filed with the Revenue Commissioners, normally no later than 21 months after incorporation date.

Business Name Registration

This will be required should any of the above entities trade under a name other than its legal name.

It is a reasonably simple procedure and details of legal name, business address, and certification by a director or secretary is required on the application. The accounts compliance requirements depend on the type of registration the business name is attached.

Other registrations

A less common registration in Ireland includes a Limited Partnership. These are set-up under the Limited Partnerships Act 1907 and the liability of some Partners can be restricted to the amount of their contribution. A limited partnership must consist of at least one general partner and one limited partner. The general partner(s) is/are liable for all the debts and obligations of the firm. The limited partners contribute a stated amount of capital and are not liable for the debts of the partnership beyond the amount contributed.
Conclusion
The decision to base your entity in Ireland will be led largely by strategic issues such as market location, availability of suitable workforce, corporate tax rates, double tax treaties, withholding taxes, employment taxes, government incentives and regulation. Professional advice on these issues should be sought in advance of deciding on the business registration that is appropriate.