The establishment of the company types outlined in Sec. 1.are all relatively straightforward, and can be completed quickly. For most types, the registration process includes registration and approval with Ireland Companies Registration Office (CRO). Company registration, name registration and other items can be done via Ireland's Companies Online Registration Environment (CORE) http://www.core.ie
The main requirements for each entity type are outlined below.
Incorporated Company
Registration Process and Documentation
In order to incorporate a company in Ireland the following documents are required in English or Irish:
- The memorandum and articles of association for the company
- A registration form, including:
- Proposed company name (must match name given in the memorandum and articles of association)
- Registered office
- Particulars of the company secretary, directors, and shareholders
- Details of company capital and authorized and issued shares
- Description of business activities using NACE codes, the common basis for statistical classifications of economic activities within the E.U.
All documentation is submitted to Ireland's CRO. The registration process typically takes 5 to 15 days. Upon completion a company number will be issued by the CRO.
Tax Registration
After the company is registered, tax registration is required via Ireland's Revenue Online Service ( http://www.ros.ie) when represented by an agent. If a company is not represented by an agent, application should be made to the relevant local tax office.
Information submitted for tax registration includes the following:
- Full registered name of the company
- Business name used in trading if applicable (see below)
- Business address
- Registered office address
- Entity type
- Date of company registration
- Companies Registration Office (CRO) number issued
- Date of business commencement
- To what date annual accounts will be made up
- Particulars of the company secretary, directors, and shareholders
- Registration status for corporation income tax, value-added tax, etc.
If not represented by an agent, a company is required to register for ROS after receiving their tax numbers. After registration, a tax official will visit the company to review and assist in operating the tax system.
Business Name Registration
If a company wishes to use a business name other than its full registered name, it must register that name with the CRO. Business names cannot include "limited", "ltd", "teoranta", "teo", "incorporated", "inc.", or "company". Information in the application for business name registration includes:
- The proposed business name
- Nature of the business
- Principal place of business
- Date of adoption of the business name
- Any other names under which the business is conducted
- Registered company name and CRO number
Businesses should be aware that there is no name protection in Ireland for business names and no check of duplication is performed by the CRO upon application. Therefore, companies should perform their own search prior to registration.
Branch
Registration Process and Documentation
When registering a branch of a foreign company, separate forms are used for companies located in the EU and those not located in the EU, though the information is essentially the same. Application must be filed with the CRO and includes the following information:
- Full name and legal form of the parent company
- Country of incorporation
- A certified copy of the Memorandum and Articles of Association, or other document constituting or defining the constitution of the parent company - Certified translation required if not originally in English or Irish
- A copy of certification of incorporation - Certified translation required if not originally in English or Irish
- A copy of any certificates of incorporation of any name changes of the company
- Copies of latest accounting documents - Certified translation required if not originally in English or Irish
- Registration number of the parent company
- Name of branch if different from parent company
- Address of the branch in Ireland
- Activities of the branch
- Particulars of persons authorized to represent the company
- The names and address of one or more residents in Ireland who can accept service of process or notices required to be served on behalf of the parent company
- List of persons resident in Ireland responsible for ensuring regulatory compliance
Tax Registration
When conducting business through a branch in Ireland, an application for tax registration must be made including the following information:
- Full name of the company as it is registered
- Business name used in trading if applicable (see below)
- Country of incorporation of the parent company
- Companies registered number
- VAT registered number of parent company in country of establishment
- Business address in Ireland
- Legal form
- To what date will annual accounts be made up
- The types of business
- particulars of parent company's secretary, directors, and shareholders
- Registration status for corporation income tax, value-added tax, etc.
Business Name Registration
As with incorporated companies, a branch can register an alternate business name if it wishes to use a business name other than its full registered name. It must register that name with the CRO in the same manner as for incorporated companies outlined above.
Partnership
Registration Process and Documentation
There are no formal registration procedures with the CRO for general partnerships, however there are for limited partnerships. Application for registration of a limited partnership must include the following:
- The name of the firm (partnership)
- General nature of the business
- Address of principle place of business
- The term in which the partnerships is entered into, if no set term, the conditions of the partnerships existence
- Particulars of each partner (general and limited)
- A separate statement of amounts contributed by limited partners
- Irish company registration number for companies that are general partners, if the partner company does not have an Irish registration number, the following must be provided:
- A certified copy of the Memorandum and Articles of Association, or other document constituting or defining the constitution of the parent
- A copy of the certificate of incorporation of the company
- A copy of any certificates of incorporation of any name changes of the company
Partnership failing to register as limited partnerships will be treated as general partnerships.
Tax Registration
Whether general or limited, partnerships are pass-through entities where the individual partners are taxed and not the partnership itself. Note, however, that the partnership must still be registered with the Irish tax authorities. When tax registration is made it includes the following information:
- Name of the partnership
- Responsible person's name and address
- Particulars of all partners
- Business name used in trading if applicable (see below)
- Business address
- Business type
- Date the partnership commenced trade
- Expected Revenue in next 12 months
- Registration status for income tax, value-added tax, etc.
Business Name Registration
If a partnership operates under a business name that differs from the true names of its individual partners or differs from the company names of its corporate partners, it must register that name with the CRO. The process and details of application are similar to that have incorporated companies covered above.
Sole Trader
Registration Process and Documentation
The only step required to establish as a sole trader is to report self-employment status to the tax authorities (see below).
Tax Registration
Sole traders are taxed as via their individual income tax. Tax registration for a sole trader is similar to that of a partnership and includes the following details:
- Name of the business
- Particulars of the individual
- Business name used in trading if applicable (see below)
- Business address
- Business type
- Date the business commenced trade
- Expected Revenue in next 12 months
- Registration status for income tax, value-added tax, etc.
Business Name Registration
If a sole trader uses a business name that differs in any way from their true surname, that business name must be registered. The process and details of application are similar to that of incorporated companies covered above.