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Setting up a company in Ireland from abroad

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Can I set up a company in Ireland from abroad?

I have a UK company and trade with the EU. I was thinking of setting up an Irish company to continue this trade. Can I do this?

Since Brexit many UK businesses have decided to set up an Irish company for part or all of their operations. 
 
Setting up a business in Ireland might seem like an ideal solution to maintain trade and operations within the EU. However, there are certain questions you need to ask yourself before you go down the road of forming a company in Ireland from the UK, or indeed any other international location.
 
You should always seek specific advice for your own situation but here are the main company law requirements you will need to consider:
 

1. Directors’ Residency

Will you have 1 Director living in Ireland or another EEA country?
 
All Irish companies are required to have at least one director who is a resident of an EEA country to comply with company law.
 
If all the directors of your company are based outside of the EEA (including the UK) then you must: 
 
  1. put in place a Section 137 Revenue Bond or
  2. prove the company has a Real & Continuous Link to Ireland - this requires Revenue approval and some of the things they look for is evidence of a trade being conducted in Ireland and/or Irish-based employees managing the business here.
 
 

2. Registered Office

Will you have a physical location in Ireland?
 
All Irish companies are required to have a registered office address within the Republic of Ireland, this must be an actual address and cannot be a post office box. The registered address is where all CRO correspondence and formal legal notices related to the company will be received.
 
Accountants and other professional advisors may offer to let you use their address for a small annual fee.
 
 
 

3. Filing with the Register Of Beneficial Owners (RBO) 

Do you know you need to file with the RBO?
 
All Irish registered companies are required to register a list of their beneficial owner(s) (anyone holding 25% or more of company shares) on the RBO website. You have 5 months after incorporation to complete this registration.
 
The beneficial owners need to have an Irish Personal Public Service Number (PPSN) to complete the registration or they need to complete a form BEN2 if a PPSN is not available.
 
 
 

4. Annual Return Filings 

How will you manage registering for tax and your annual returns?
 
New companies in Ireland need to register for all relevant taxes in a timely manner to avoid potential fines from Revenue for non-compliance.
 
You will also need to file Annual Returns with the Companies Registration Office, even if you are not trading. The first Annual Return is due 6 months after incorporation and once every year after that. 
 
Companies have 56 days to complete all the elements of the Annual Return and there are heavy penalties if missed including losing your exemption from Audit.
 
You can read about some of the tax considerations here.
 
 

Date published 13 Apr 2021 | Last updated 2 May 2024

This article is intended to inform rather than advise and is based on legislation and practice at the time. Taxpayer’s circumstances do vary and if you feel that the information provided is beneficial it is important that you contact us before implementation. If you take, or do not take action as a result of reading this article, before receiving our written endorsement, we will accept no responsibility for any financial loss incurred.

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