The manner in which a businessman can open a company in Ireland is concluded following the provisions of the Companies Act. The legislation regarding commercial companies in Ireland was modified in 2015, providing a modernized legal framework, suitable for the needs of all types of businessmen.
Among the Irish Companies Act’s amendments, one refers to the replacement of limited liability companies with new types of business structures. Local and foreign investors can also set up other types of companies, such as unlimited companies, partnerships or sole traders; our team of consultants in company registration in Ireland can provide an in-depth presentation on the new company types that became available under the amended Companies Act.
Foreign companies have the possibility of opening subsidiaries or branch offices in this country and our team of company formation representatives in Ireland can offer information on each type of business form that can be registered here; our representatives can assist foreign investors with advice on the characteristics of a branch office or a subsidiary and can help in choosing the most suitable option, according to the investment plans and the available capital of foreign businesses entering the Irish market.
Available types of companies presented by our Irish company formation agents
According to the provisions of the Companies Act, local and foreign businessmen can register limited companies, unlimited companies or investment companies, these being the most common ways of opening a company in Ireland. The Irish legislation provides the following types of companies available for incorporation:
•private company limited by shares – the company can be registered with only one director and it is not required to state the company’s business activities, as it is the case for most of thelegal entities and in case you are thinking of setting up a limited company in Ireland,our company incorporation agents are at your disposal;
•designated activity company – it is compulsory to have at least two directors and the procedure of company registration in Ireland in this case requires drafting the articles of association and memorandum;
•designated activity company limited by guarantee – it respects the same regulations mentioned in the case of the designated activity company, with the difference that thecompany’s shareholders have liability in terms of the shares they own in the company, as well as on their contribution to thecompany’s assets;
•company limited by guarantee – the company is not required to establish a minimum share capital, while the company’s founders do not have to purchase shares within the company;
•public limited company – the legal entity can be registered with a minimum share capital of EUR 25,000;
•unlimited company – the company’s founders have unlimited liability for the company’s debts;
•Societas Europaea – this legal entity is formed as a public limited liability company, under the regulations of the 2157/2001 of the European Union and the regulation SI No. 447 of the European Communities.
Under the regulations of the new Companies Act, the investors have a greater flexibility in opening a company in Ireland as a limited company. It is important to know that the first five types of legal entities mentioned above are considered limited companies, which represent themost popular business forms chosen for incorporation in Ireland. In a limited company, the shareholders have limited liability for the company’s debts. Our team of company formation agents in Irelandcan offer more details on this matter.
In the case of private limited companies in Ireland, investors are required to change the company’s status into one of the new types of companies introduced by the Companies Act 2014. These are the private company limited by guarantee, the private company limited by shares and the designed activity company.
Being the most employed type of company in Ireland, theprivate limited liability company- in any of its new forms - benefits from simplified registration procedures. The main differences between private limited companies and designated activity companies reside in the following: the private company may have only one director and an Irish resident company secretary, whilethe designated activity company must have at least two directors, one of them being allowed to act as acompany secretary.
Investors can also watch the video below for more information about the types of companies in Ireland:
Why open a private company limited by shares in Ireland?
The private company limited by shares is the most popular legal entity that is chosen by investors who want to register a limited company. The regulations concerning the registration of a private company limited by shares (LTD) are prescribed by the Part 2 of the Companies Act. Provided that this company type has as a business activity import and export operations, it needs to conduct the steps for EORI registration in Ireland.
The characteristics of an Irish LTD are given by the fact that this type of legal entity can be incorporated under a constitution, instead of drawing the articles of association and the memorandum, it can have a single director, its shareholders benefit from limited liability for the debts of the company and it is incorporated with a share capital. Besides these, the Irish LTD is also characterized by the below mentioned aspects:
•the company’s director (or directors) must have legal capacity for this function, which means that they are required to have an age of minimum 18 years;
•the company’s director can only be a natural person, corporate bodies can’t be appointed as directors;
•the LTD needs to appoint a company secretary, a person who also needs to have the minimum legal age (18 years old);
•the LTD is not required to hold an annual general meeting and it can be represented by a maximum of 149 members;
•the liability of the members is limited to the value of the shares they own in the company, in the situation in which the company is wound up;
•the LTD can be incorporated by a single shareholder, in which case, the LTD will be referred to as a Single Member Company;
•it can benefit from audit exemption, provided that the company’s turnover is less than EUR 8,3 million.
Sole proprietorships and partnerships in Ireland
Foreign investors wanting to establish smaller businesses can register as sole proprietors with the Companies Registration Office in Ireland or can find a partner and create a partnership. Investors interested in the procedure of company registration in Ireland may set up one of the following Irish partnerships: the general partnership or the limited partnership.
Both types of partnerships are incorporated by signing a deed of partnership. The Companies Act also allows the formation of a limited liabilitypartnership, which consists of the structure of apartnership but with the benefits of Irish corporate entities; our team of specialists in Irish company formation can offer an extensive presentation concerning this business entity.
What is the difference between an Irish subsidiary and an Irish branch?
As we mentioned at the beginning of the article, foreign companies can expand in Ireland through a branch office or a subsidiary. These are common vehicles usually used by companies to access a new market. The most important difference between the two entities is given by their dependence towards the parent company. While the branch office is fully dependent on its parent company, which also holds the liability for any debts, the subsidiary is considered an independent structure and it is treated as a separate legal entity, following the Irish tax and accounting principles. If you open a subsidiary you should check if you have to register it for VAT. Our team can help you in this matter and can handle the entire process of VAT registration in Ireland.
It is necessary to know that the parent company is liable for the debts of the subsidiary only to the amount of the capital invested in the business and that, as a general rule, the subsidiary is registered as an Irish private company limited by shares. Our team of consultants in company formation in Ireland can assist with more details on the documents that have to be subscribed when registering a local subsidiary.
What are the legal procedures for opening an Irish branch?
Those who want to open a company in Ireland through a branch office should be aware that the procedure, although simpler compared to the registration of a subsidiary, is comprised of numerous steps. Also, a wide set of documents has to be prepared for the registration procedure and this is why we strongly advise investors to receive professional assistance on this matter from our consultants.
A foreign company wishing to open an Irish branch office is legally required to register the entity with the local institutions; this can be required for each branch office registered in Ireland by the respective company, provided that the company does not have a unified management structure.
In the case in which the foreign company has a unified management structure and is interested in opening more branches here, it will be necessary to start the procedure of company formation in Ireland only for one of the branches. It will also be required to complete specific tax registration forms that have to be submitted with theIrish Revenue.
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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