Ireland Entity Set Up

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Ireland Subsidiary Entity Set Up 

Global expansion into Ireland generally means that you need to set up an in-country entity. However, by partnering with us you create the possibility to bypass this process and utilize our Irish entity. By using our PEO-service we take care of the complicated paperwork.

Expanding into a new country is always an adventure, but we believe this adventure should be exciting instead of just frustrating and time-consuming. Therefore, we have been supporting companies in over a hundred countries with their expansion plans.

In this guide, we will share which documents you need to establish an entity in Ireland, but also where you will need to register your business address and company’s name. We will also break down the advantages and disadvantages of setting up an entity in Ireland.

How to set up an Ireland Subsidiary

  • Register the name of the company with the Companies Registration Office (CRO) 
  • Submit Form 1A and the constitution for a limited company
  • Articles of association should detail business activities and company shareholders, directors, and other officers
  • Appoint a minimum of two directors, including at least one citizen of the European Economic Area (EEA)
  • Appoint a company secretary and a maximum 99 shareholders
  • Register an office in Ireland
  • Submit parent company’s resolution to create a subsidiary
  • Receiving a certificate of incorporation from the CRO once all documents have been approved and signed. 
  • Registering for Employment Taxes (PREM) with the Revenue by completing Form TR2 and submitting to the local Revenue Registration Unit for the relevant location
  • Completing Form TR2 (FT) to obtain PREM tax registration for non-resident companies with no physical presence in Ireland
  • Obtaining a Personal Public Service (PPS) number, which acts as a national tax registration number for company directors
  • Registering with the Social Insurance Fund for Pay Related Social Insurance (PRSI) deductions for employees
  • Open a corporate bank account for all financial transactions and to deposit any initial share capital, if required according to company type

What you need to set up an Ireland Subsidiary

Foreign companies setting up a limited liability subsidiary company in Ireland must comply with requirements under the Companies Act (2014), which also draws some laws from European Union legislation. The Act provides the framework for the operation of all companies operating in Ireland, whether domestic or foreign-owned.

The Companies Registration Office (CRO) is responsible for incorporating and registering companies and ensuring they follow the requirements of the Companies Act. Once foreign companies have taken the first step of registering the subsidiary’s name with the CRO, they must follow a set procedure. Requirements include:

  • At least one director must be a resident of the European Economic Area (EEA)
  • A Non-EEA Residents’ Bond, in case none of the directors are EEA residents
  • A company secretary must be appointed if there is only one director
  • At least one shareholder
  • Registered office and business address
  • Articles of association should detail business activities and company shareholders, directors, and other officers
  • Once all documents are signed obtain certificate of incorporation from CRO or register online with the Companies Online Registration Environment (CORE)

Benefits of setting up an Ireland Subsidiary

Ireland has become an increasingly attractive option for foreign enterprises targeting international expansion. Setting up a subsidiary in Ireland will open the route into one of Europe’s fastest-growing economies, with prosperous consumers, a well-educated and highly skilled workforce.

Multi-nationals, hi-tech companies, financial services, and pharmaceutics corporations find Ireland to be a desirable base for their operations. Foreign Direct Investment (FDI) grew in 2021 and the World Bank ranked Ireland 24th out of 190 nations in its 2020 Doing Business Report.

As the only English-speaking nation among the EU’s Eurozone members, Ireland opens the gateway to its 450 million consumers in both Western and Eastern Europe.

These attractions add to the benefits of setting up a subsidiary, which include:

  • The subsidiary is a separate legal entity to the parent company
  • The subsidiary has the flexibility to operate under its own business name and pursue independent business activities once it has obtained any necessary licenses
  • The subsidiary will boost the international profile of the parent company
  • The subsidiary has the same legal standing as local companies and can be eligible for government tax incentives and benefits
  • The parent company is not liable for the obligations and debts of the subsidiary

Ireland Subsidiary Laws

Companies expanding into Ireland typically choose to launch a subsidiary as a private limited liability company. They must comply with the Companies Act (2014), applicable European Union directives and requirements of the Companies Registration Office (CRO) that oversees registering and incorporating companies. The same regulations largely apply to foreign companies as Irish-domiciled operations.

Registration and Documentation:

  • Register company name with the CRO.
  • Submit to the CRO Form 1A, articles of association, company constitution and parent company’s resolution to incorporate a subsidiary in Ireland.
  • Obtain Personal Public Service (PPS) number as national tax registration for company directors.
  • Register with the Social Insurance Fund for Pay Related Social Insurance (PRSI) contributions.
  • Obtain Non-EEA Residents’ Bond if none of the directors are European Economic Area citizens.
  • Register office and business address.

Accounts and Taxation:

  • Register with the Revenue Commissioners.
  • Complete Form TR2 (FT) for non-resident companies to register for employment taxes (PREM) with the local Revenue Registration Unit.
  • Entities are liable for Corporation Income Tax (CIT), on their worldwide profits at 12.5% (standard trading rates), 25% (non-trading passive rate) and 33% (capital gains rate through disposal of assets). File returns and due taxes by September of the following year, but should make one or two preliminary payments during the current year.
  • Dividends paid to Irish companies are exempt from withholding tax. Dividends to resident individuals, non-resident individuals and companies have 20% withholding tax.
  • File annual return and audited accounts must be sent to the CRO.

Management:

  • A private company limited by shares must generally hold an annual general meeting once each calendar year. A physical AGM can be avoided by unanimous written agreement from directors acknowledging receipt of all statements and documents and accepting all issues that would normally be dealt with at an AGM.
  • No minimum number of board meetings are required legally.
  • Must have at least one shareholder; a corporate body cannot be a shareholder.

Take a faster route into the Irish economy

The cost-effective and time-saving alternative to the expensive and lengthy process of establishing your subsidiary in Ireland is to work alongside a Professional Employer Organization (PEO) and Employer of Record (EOR) such as Bradford Jacobs.

We have over 20 years of global experience and our in-country specialists and Human Resources experts will steer you through the complexities of setting up operations by onboarding new employees, then ensuring compliance with all employment and tax regulations.

There is no reason for international borders to stand in the way of your international expansion. 

Contact us today to make your expansion goals a reality, with ease and confidence.