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Why open a subsidiary in Ireland?
Ireland is a very attractive destination for foreign investors wanting to open companies in this country. The facilities offered by the Irish government refer to the numerous types of companies that can be registered here, the taxation system and low corporate rates, as well as on the right to full foreign ownership of businesses registered in Ireland.
Investors interested in opening a company in Ireland should know that amongst the types of companies available under the Irish legislation, there are also the Irish subsidiaries. The subsidiary is the most popular business structure for small or medium-sized companies foreign investors choose to open here and our specialists in company formation in Ireland can offer assistance for opening this legal structure.
What is a subsidiary and what are the requirements when opening one in Ireland?
The Irish subsidiary is an independent legal entity from the parent company, which can have full foreign ownership. The parent company’s liability will belimited to theshare capitalinvested in the subsidiary, which is what makes this type of company so appealing to foreign businessmen.Subsidiaries in Ireland benefit from the same tax treatment as it is the case of Irish based companies, which means that they can obtain the same tax deductions and similar benefits that are applicable to any domestic business.
Foreign businessmen who are interested in the procedure of company formation in Ireland under this legal structure should know that the business will be liable to thecorporate tax (applicable at the rate of 12,5%). At the same time, the company is required to file the annual reports on its financial activity.
As a general rule, most of the subsidiaries in Ireland are registered with the Companies Registration Office as limited liability companies, and our team of Irish company formation consultantscan offer more details in this sense. They can definitely help foreign businessmen who are interested in setting up a limited company in Ireland in order to establish a subsidiary. The mandatory requirements for the procedure of company registration in Ireland under the form of a subsidiary are the following:
• a minimum number oftwo directors, out of which one should have an Irish citizenship;
• subscribe the minimum share capital – in the case of a private limited company, there are no minimum capital requirements that have to be satisfied;
• the subsidiary must hold a registered office in Ireland, just like any other type of business registered in this country;
• appoint a company’s secretary and have a maximum number of 99shareholders;
•present theresolution of the parent company which stipulates the decision of registering a subsidiary in Ireland.
When carrying a business activity in Ireland or elsewhere, the investors should analyze the benefits and the pitfalls of any type of business form. The subsidiary offers the advantage of being independent from the parent company; in the case of a local company set up as a branch office, this advantage will not be applied and, as a consequence, the parent company will be fully responsible for the Irish branch office.
As a general rule, conducting the company’s business operations through a subsidiary is seen as providing a higher level of trust for company’s business partners and thus, the subsidiary is a more reliable vehicle for starting a company. Although the branch office benefits from a simpler registration procedure and simpler accounting requirements, the subsidiary is the preferred business structure, as it protects the parent company from the obligation of taking over its liabilities.
Subsidiaries can have their names registered as Irish trademarks in order to avoid trading name infringements.
What are the steps to be followed when establishing an Irish subsidiary?
The first step when opening an Irish subsidiary is to draft the memorandum and articles of association of the company, which represent the main statutory documents of anewly founded business. If the shareholder incorporating the subsidiary is a foreign entity, a resolution for the incorporation must also be prepared.
Once all the documents are ready, they must be submitted with the Companies Registration Office (CRO) in Ireland. After the Commercial Register releases the Certificate of Incorporation of the new subsidiary, the registration for taxationpurposes with the local tax office must be completed. Companies in Ireland operating as subsidiaries will need to register with the Tax Office in which the legal entity set up its operations.
The company will have to register for value added tax (VAT) andcorporate tax. At the same time, the subsidiaries which employ foreign or local workforcewill need to register for social security purposes. Such entities are also required to fileVAT returns. It is also necessary to notarize the documents submitted at CRO, a procedure that can be completed at a public notary in Ireland.
The advantages of opening an Irish subsidiary - presented by our Irish company formation team
From a legal point of view, the subsidiary is considered a different legal entity than the parent company, having a high level of independence. Furthermore, in the situation in which the Irish subsidiary faces any financial difficulties, the subsidiary will be held accountable and not the parent company, as it is the case when operating through anIrish branch office.
The parent company can be held accountable for the debts of the Irish subsidiary only to the extent to which it has participated at the subsidiary’s capital. Furthermore, the Irish subsidiary can benefit from the Parent-Subsidiary Directive, applicable in this country starting with 1st of January 2004. TheDirective stipulates a set of tax exemptions and deductions, which are available in specific conditions.
For example, theDirective allows theexemptionon the payment of the withholding tax ondividends to an EU company. Under its regulations, the resident company in Ireland will be required topay the corporate taxoninbound dividendsreceived from foreign companies, but an exemption in this sense is granted in certain situations.
The EU Parent - Subsidiary Directive stipulates that the payment of the withholding tax on dividends can be exempted in the case in which the dividend is paid by a company registered in any country of the European Union (EU) to its parent company operating in another member state of the Community. However, this tax exemption can only be applied provided that the parent company owns at least 10% of the subsidiary’s shares.
Investors who want to open a company in Irelandas a foreign subsidiary should also know that the profits of this type of business will not be taxed in this country as a general rule, but they may be taxed in specific conditions. This can apply in the situation in which the subsidiary’s profits are repatriated in this country through the payment of dividends, for example.
In the situation of an Irish based company that operates several subsidiaries, investors are entitled to obtain a tax deduction on the funding costs associated with the investments in these subsidiaries, but there are certain conditions that have to be met, which can be detailed by our team of consultants in company registration in Ireland.
The EU Parent – Subsidiary Directive applies to a wide range of business entities. For example, investors operating certain categories ofcooperativesor mutual companies can benefit from the provisions of the Directive. Also, the Directive is applicable tofunds and savings banks, but also to associations that perform commercial activities. It is important to know that companies operating as European companies (Societas Europaea) may also benefit from thisDirective.
Are there any tax benefits for Irish holding companies?
Yes, holding companies in Ireland can benefit from numerous tax advantages, which is also applicable in the case of holding companies that own shares in businesses operating as subsidiaries. For example, Irish holding companies can obtain an exemption on the payment of the capital gains tax on the disposal of shares of a subsidiary, in the case in which several conditions are met and our specialists can offer an extensive presentation on the matter.
One of the main requirements is to own share rights in a subsidiary that is a tax resident of the EU or, if not, the subsidiary must be a tax resident of a country with which Ireland has signed a treaty for the avoidance of double taxation.
Further on, the holding company is required to own at least 5% of the subsidiary’s share capital for a period of minimum 12 months. It is also necessary for the holding company to have the right to at least 5% of the subsidiary’s profits and to own minimum 5% of its assets.
The exemption on the payment of the capital gains tax will be applicable if another condition is satisfied, which stipulates that the subsidiary has to develop a business activity that can be considered a trade. Our team of specialists in company registration in Irelandmay offer further information on this subject.
This relief on the capital gains tax can also be applied in the case of asset transfers developed through groups of companies (intra-group transfers). A group is defined by a parent company and its 75% group of subsidiaries, which can be registered in Ireland, at the level of the EU or the European Economic Area (EEA) or in a contracting state of an Irish double tax treaty.
Our experts inIrish company formation matters created this video below which shows the main steps to follow when opening a subsidiary in Ireland:
What is a wholly owned subsidiary in Ireland?
Another way of starting a business activity in Ireland is by setting up a wholly owned subsidiary. As its name suggests, the wholly owned subsidiary is characterized by the fact that the parent company owns a large share of the subsidiary’s stocks, which can increase up to 99%.
According to the stipulations of the Irish Companies Act 2014, Section 8, a company can be considered a wholly owned subsidiary of another enterprise in the case in which the latter is the only representative of the subsidiary. Other stipulations are presented in the same section and our team of consultants in company registration in Ireland can provide a complete definition of the term.
Investors can contact our representatives in company formation in Ireland for information related to company registration under a subsidiary and for other details related to the taxes applied to companies. Our consultants can also provide advice on theadvantages of registering a branch office in Ireland, another option available for foreign companies that want to expand in this country.
Paul Sheridan is one of our company formation specialists. He can help you establish your company in Ireland fast and easy.
Call us now at +353 1 254 6150to set up an appointment with our lawyers in Dublin, Ireland. Alternatively you can incorporate your company without traveling to Ireland. All our clients beneficiate from the joint expertize of local lawyers and international consultants.
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