Ireland Company Formation (Ireland Ltd)

The term 'offshore' is not used in Irish legislation or in describing company forms. In Ireland there are no specific forms of company or other entities designed for offshore operation.

Legal form: Private limited companies are the most common form of business entity used in Ireland. The essential features of a private limited company are that the liability of members is limited to the amount of share capital subscribed to.

Name of the company: Irish companies must use the suffix Limited or Ltd. to denote limited liability and can use any name unless it includes words such as Empire, Crown, Imperial, Windsor, Royal, Assurance, Bank, Building Society or any other words deemed sensitive or offensive. Special consent is required for names such as European or International.

Memorandum and Articles of Association: A company is formed by submitting its Memorandum and Articles of Association to the Registrar of Companies along with the registration fee. Memorandum specifies the activities in which the company may engage and Articles of Association specifies the rules governing the internal management of the company.

Shareholders: The minimum number of shareholders is one, the maximum number of shareholders is fifty in the case of a private company. Corporate shareholders are allowed. Shares may be held jointly by two or more people.

The share capital: Share capital in usually 10,000 pounds or above. Capital duty of 0.5% is payable on the issue of shares in limited companies. Stamp duty is payable at a rate of 1% on the transfer of shares in all companies.

Directors of the company and secretary: There need to be two directors, none of whom need be Irish. However it is normal for there to be one Irish director who can act as a local representative. Corporate entities are not permitted to act as directors. Since 2000, it has been a requirement that Irish companies need at least one resident director. In the absence of a "resident" director a bond in lieu in the sum of 25,395 Euro must be lodged. Every company is required to have a company secretary and individuals or corporate entities may hold this position.

Registered office: The Registered Office Address of the Irish company must be in Ireland and must be recorded in the Companies Registration Office. This address may be changed at any time by notifying the relevant authorities at the Companies Registration Office. The trading address of the company may be different from that stated as the registered office. All official correspondence is sent to the registered office.

Taxation: By agreement with the European Commission, Ireland has a single low rate of tax on trading income of 12.5%. This rate applies to active income from all operations and creates many new opportunities for overseas companies in Ireland that might not previously have qualified for a low rate of tax. As part of the introduction of the 12.5% rate, the government has agreed with the European Commission to phase out the 10% tax rate, which applied to a defined range of activities, by 2010. The overall tax burden in Ireland is second lowest among all other EU Member States. A company resident in Ireland for tax purposes is subject to corporation tax on its world-wide income. A company may be resident in Ireland under either the "incorporation" test or the "management and control" test. With some exceptions, a company incorporated in Ireland is automatically considered to be Irish tax resident.

Audit and financial returns: All companies registered in Ireland must file annual returns showing details of shareholders and directors. A company must have an auditor, and accounts must be filed each year with the Companies Registration Office. Small companies can prepare abbreviated accounts, which do not have to include the level of turnover.