Company Formation in Ireland: Guide for US Entrepreneurs

Ireland has become a popular destination for international business expansion. In fact, 16 of the top 20 global tech companies and the top three enterprise software providers have established significant European operations in Ireland.¹ It also hosts over 1,000 multinational companies,² which speaks to its attractiveness as a business hub.

When U.S. citizens and businesses set out to learn about company formation in Ireland, they quickly see that it offers access to the European Union market and a stable, English-speaking base of operations.

This guide will explore how to form a company in Ireland, covering:

• The types of companies available
• Legal requirements (like EEA directorship and beneficial owners registration)
• The step-by-step tax registration process
• Common questions

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Why Form a Company in Ireland?

Ireland’s business advantages are distinct. For example, Ireland combines a private company-friendly regulatory framework with one of Europe’s lowest corporate tax rates (12.5% on trading profits).³

The nation actively encourages foreign investment and allows 100% foreign ownership of Irish companies. As a result, many U.S. entrepreneurs choose Ireland to establish a European presence.

Key benefits include:

• Access to Europe: An Irish company can operate across the EU’s single market, benefiting from tariff-free access and a consumer base of hundreds of millions.
• Competitive tax regime: Ireland’s standard corporation tax is only 12.5% on active trading income, significantly lower than the U.S. federal corporate tax. (Passive or non-trading income is taxed at 25%.) The government also offers R&D credits and extensive tax treaty networks.
• Workforce and resources: Ireland boasts a young, educated workforce and is home to top tech, pharma and financial companies, creating a strong ecosystem for new businesses.
• Legal and language alignment: The legal system is common law (similar to the U.S.), and business is conducted in English, reducing barriers for U.S. company founders.

Business Structures for Company Formation In Ireland

One of your first steps is choosing a legal structure. The most common option for foreign businesses is the Private Company Limited by Shares (Ltd), which is essentially a private limited company.

Here are four of your options:

• Private Company Limited by Shares (Ltd)
• Designated Activity Company (DAC)
• Branch (External Company)
• Public Limited Company (PLC)

Key Requirements and Regulations

Ireland’s company law sets several requirements that founders must be aware of, regardless of their chosen business structure:

• The Companies Registration Office: Must be a physical address in Ireland (not a P.O. box) where official correspondence is delivered. A virtual office is acceptable.
• Director and Secretary: At least one director (18 years or older) and one company secretary are required. If there's only one director, the secretary must be a separate person or entity.
• EEA‑Resident Director or Section 137 Bond: One director must reside in the EEA. If not, a €25,000 bond is required.⁴
• Company Name: The name must be unique, not misleading or restricted. Use the CRO’s system to check availability.
• Constitution (Memorandum and Articles): A written constitution is required for incorporation, describing the company’s name, objectives, share structure and governance.
• Share Capital: There’s no minimum share capital for a private limited company. Most companies issue a nominal amount, such as €100. Public Limited Companies (PLCs) require at least €25,000, with 25% paid up before trading.⁵

Beneficial Ownership Transparency

Ireland follows EU Anti-Money Laundering directives, which require companies to identify their ultimate owners.⁶

After incorporation, companies must register their beneficial owners. These include any individual who owns or controls 25% or more of the company’s shares or voting rights, directly or indirectly, in the Central Register of Beneficial Ownership.

New companies need to file this information within five months of incorporation. Non-compliance can be a costly error. For instance, failing to file beneficial owner data can result in fines up to €500,000.⁷

5 Steps to Register a Company in Ireland

You’ll only need to follow a few steps to get your company set up in Ireland.⁸
The process goes something like this:

1. Choose a Structure and Name: Pick your company type and confirm name availability with the CRO. Determine your director(s) and appoint a company secretary if necessary.

2. Prepare Your Documents: Collect ID and address verification for directors, secretary and shareholders. Draft the constitution, complete Form A1, and secure a Section 137 bond if no director lives in the EEA.

3. Submit to the CRO: File your application (Form A1, constitution, fee) through the CRO’s online CORE portal. Include all company details and registered address.

4. Get Your Certificate: If approved, the CRO issues a Certificate of Incorporation. Your company is now a legal entity with a CRO number.

5. Post-Incorporation Tasks: Register beneficial owners in the RBO (within five months), apply for a Verified Identity Number if needed, hold your first board meeting and open a company bank account.

Tax Registration Process for Irish Companies

After setting up the company, your next move is to register with the Irish Revenue for tax purposes.

Here’s what to consider in the tax registration process:

• Corporation Tax: All companies have to register for corporation tax using Form TR2. Ireland’s rate is 12.5% on trading income and 25% on non-trading income. Once registered, you’ll receive a tax ID, and you’ll need to file annual returns.
• VAT (Value-Added Tax): The standard VAT rate is 23%.⁹ If your company exceeds the Irish/EU turnover thresholds (€37,500 for services, €75,000 for goods), or is a non-EU company, VAT registration is mandatory. Registration is via Form TR2 or online.
• Employer PAYE: To hire staff, you must register for PAYE tax and social insurance with Revenue. This is often handled on the same TR2 form and applies even if you have only one employee in Ireland.

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Ongoing Compliance and Reporting

You’ve done most of the heavy lifting, but once your Irish company is established, maintaining it involves a few annual obligations:

• Annual Return: File Form B1 with the CRO every year. The first is due six months after incorporation (no financials required), then every 12 months. Late filings can result in penalties or strike-off.
• Corporate Tax Returns: Submit an annual corporation tax return to Revenue, typically nine months after your accounting year ends. A nil return is still required if no tax is due.
• Accounting and Auditing: Small companies may claim an audit exemption but must still maintain proper books and file financial statements. Most hire a local accountant for this.
• Beneficial Owner Updates: Any changes to beneficial owners (e.g., a new person owns 25%+ of shares) must be updated in the RBO within 14 days to stay compliant.
• Section 137 Bond Renewal: If you used a bond instead of an EEA-resident director, renew it every two years. Failing to maintain bond coverage or appoint an EEA director can lead to penalties.

Conclusion

Whether it is a private company, an Irish branch or the expansion of an existing company, you’ll find business formation in Ireland to be an efficient operation with a clear, step-by-step process and rules.

Those starting up an Irish company should keep three key legal obligations in mind: to have the correct directors (or a Section 137 bond); to report your beneficial owners with the RBO (Register of Beneficial Owners); and to register for relevant taxes with Revenue.

With the right advice and support for compliance, your Irish business could be in operation within a few days.

Frequently Asked Questions

Can a U.S. citizen or foreigner register a company in Ireland?

Yes. Foreigners, including U.S. citizens, can fully own and register an Irish company.

You don’t need to live in Ireland, but you must either appoint an EEA-resident director or secure a €25,000 bond. A local registered office is required, and if you plan to relocate, immigration permission will be needed.

How long does it take to set up a company in Ireland?

Once submitted, the CRO typically processes incorporation within three to five working days. Most companies are set up within a week. Delays can happen if documents are incomplete or the Section 137 bond is missing. Filing online with e-signatures helps speed things up.

Altogether, the process tends to take between five and 14 days.

What is a “beneficial owner” and do I need to register them?

A beneficial owner is anyone who controls 25% or more of a company’s shares or voting rights.

Irish law requires all companies to register these individuals with the Central Register of Beneficial Ownership. Filing is free, done online, and must be updated if ownership details change. If you don’t comply, you risk serious (and expensive) consequences.