Ireland Company

Incorporation

Corporate matters in Ireland are governed by a number of Acts covering Company and Partnership matters. The corporate documents for Irish companies are prepared in the English language. The incorporating document is the Memorandum & Articles of Association. The Memorandum establishes the company and sets out the subscribers, objectives and the share capital of the company. The officers are noted on the registry Form A1, application for incorporation. The Articles set out the internal regulations such as the procedure for share transfers and for directors’ and shareholders’ meetings.

Shares and Share Capital

The share capital can be denominated in any of the major currencies and there is no minimum share capital requirement. Share capital would however normally be set at least at a value of 100 in order to allow for divisions. Shareholders can be individual or corporate. Single member companies are possible however more commonly companies are set up with at least two shareholders. Bearer share are not permitted by law. The shares in Irish companies can be held by a nominee or trustee. Only trust and corporate service providers registered with the Anti-Money Laundering Compliance Unit can hold shares in Irish companies in the capacity of trustees or nominees if the shares are held as part of a professional service. Shareholders have a statutory requirement to hold at least one Annual General Meeting.

Directors

The minimum number of directors appointed to the Board of Directors is two and a director must be an individual and of any nationality except that an Irish company must however have at least one individual director resident in an EEA country.. Directors have a statutory obligation to hold at least one annual Board Meeting. Irish companies must have a Company Secretary who is appointed by the board of directors. A Company Secretary may be an individual or a corporate and can be of any nationality.

There are no thin capitalisation rules but Ireland provides for transfer pricing rules. The reporting currency is the same as the currency in which the share capital is denominated. This is normally taken to be the currency in which the majority of the assets are held or in which the greater part of the activity is conducted.

Audit

Irish companies require an independent audit should certain thresholds or conditions be met. Irish companies must file a tax return and the financial statements are filed with the Revenue and the Registry of Companies. The financial statements and details of the officers and share holders of the company are public information.

Migration

Ireland has not enacted company continuation rules meaning that companies cannot re-domicile to and from Ireland. Under Ireland’s merger regulations it is possible to perform cross border mergers and divisions. An Irish company can however change its tax residence from Ireland to another country on the basis of management and control criteria.

Year End

The financial year end of an Irish company, for the purposes of the preparation of its financial statements as well as its tax reporting, is normally the calendar year end.