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Every Irish company is created by the Companies Registration Office (CRO). The founders file Form A1 with a constitution on CORE, the CRO’s online system, and once the Registrar is satisfied that the Companies Act 2014 has been complied with, the CRO issues a certificate of incorporation. That certificate is conclusive evidence of registration, and the company exists from the date printed on it. The Act asks for no notarised deed and no minimum paid-in capital for the usual company type.
Almost everyone forms a private company limited by shares, the LTD. Shareholders can be of any nationality and live anywhere, so company formation in Ireland for non-residents is entirely possible; the conditions that matter concern the directors, the secretary and the registered office. To buy an existing company instead, see ready-made shelf companies in Ireland.
The type decides the constitution, the minimum number of directors and what the company may do. Irish law has no LLC; someone asking for an Irish LLC needs an LTD.
| Type | Constitution | Directors | Typical use |
|---|---|---|---|
| LTD, private company limited by shares | One document, no objects clause | One or more | Nearly all trading and holding companies |
| DAC, designated activity company | Memorandum with objects, plus articles | At least two | Companies confined to stated objects; banks and insurers, which cannot be LTDs |
| CLG, company limited by guarantee | Memorandum and articles | At least two | Members guarantee a fixed contribution instead of holding shares |
| PLC, public limited company | Memorandum and articles; share capital of at least €25,000 | At least two | Offering shares to the public |
| Unlimited company | Memorandum and articles | At least two | Members accept unlimited liability |
The LTD has the capacity of a natural person, up to 149 members, can dispense with an annual general meeting and can claim the audit exemption. The Act fixes no minimum share capital: the constitution states the capital and each subscriber takes at least one share. A DAC has the same member limit but can act only within its stated objects and must hold an AGM once it has two or more members.
A sole trader registers with Revenue under their own PPS number and trades as an individual, while a company is a separate legal person whose members are liable only for any amount unpaid on their shares. A company registered in Northern Ireland is a UK company, filed at Companies House; see our page on UK company formation.
Directors must be individuals aged 18 or over; a company cannot be a director, an undischarged bankrupt cannot act and nobody may hold more than 25 directorships, with some exceptions. Shareholders face none of these limits.
Section 137 of the Companies Act 2014 requires at least one director resident in a state of the European Economic Area. For Ireland that means 183 days of presence in 12 months, or 280 days across two consecutive 12-month periods. A United Kingdom resident stopped counting at the end of 2020, so a company formed from the UK, or with only US directors, needs one of two alternatives:
Every company also needs a secretary, who may be a director unless there is only one director. Since June 2023 each director gives a PPS number on Form A1, on every annual return and on notices of officer changes. A director without one applies to the CRO for an identified person number through Form VIF, which the CRO accepts only when the witness and the director sign it in the same room. Arrange this first, because a filing whose director details do not match is returned.
The registered office must be in the State at all times, at a physical address where An Post can deliver a letter, not just a PO box. It can be in the care of a registered office agent approved by the Registrar, and a later move goes on Form B2 within 14 days.
The Registrar registers a company only if it appears that it will carry on an activity in the State. Form A1 therefore states the principal activity with its NACE code, where in Ireland it will be carried on and where the central administration will normally be carried on, which may be abroad.
An LTD’s name ends in Limited or Teoranta. The CRO may refuse a name identical or too similar to one on the register, and for six months after incorporation the Registrar can direct a change of a name that is too like another’s. Names can be reserved on CORE for 28 days. The CRO does not check business names or trade marks, so search those registers yourself, and a company trading under another name registers it on Form RBN1B within one month.
| Step | What is done | Rule |
|---|---|---|
| 1. Name | Check the name on CORE, reserve it if you wish | 28 days, extendable once |
| 2. Constitution | One-document constitution in the form of Schedule 1, signed by each subscriber before a witness or authenticated electronically | Name must match Form A1 exactly |
| 3. Officers | Each director and the secretary signs a consent; directors give a PPS or identified person number | A sole director cannot be secretary |
| 4. Residence | Confirm an EEA-resident director or obtain the section 137 bond | Bond effective on the incorporation date |
| 5. Form A1 | Name, registered office, officers, subscribers and shares, activity declaration | Filed online on CORE |
| 6. Certificate | The CRO registers the constitution and issues the certificate of incorporation | Conclusive evidence of registration |
Documents are processed in date order, and one returned for correction rejoins the queue on the date it is resubmitted. The CRO runs a quicker scheme, Fé Phráinn, for promoters whose constitution text it has approved in advance, and does not prioritise an A1 filed with a bond.
Searches for offshore company formation in Ireland expect a company registered here but taxed and run elsewhere. Irish law does not provide that: the company must carry on an activity in the State, Revenue deems it tax resident here unless a double taxation agreement makes it resident elsewhere, and its annual returns and financial statements sit on a public register. It is an onshore EU company.
Three registrations follow. Within five months of incorporation the company files on the RBO portal the individuals who own or control more than 25% of its shares or voting rights or control it otherwise; owners without a PPS number use a VIF number. The register is no longer open to the general public.
With its CRO number the company then registers with Revenue, through a tax agent on ROS or on Form TR2 (Form TR2 (FT) for a foreign company), for corporation tax and, where needed, employer PAYE, VAT and Relevant Contracts Tax, and receives a Tax Reference Number. Within 30 days after it begins trading it gives Revenue a Statement of Particulars on Form 11F CRO; failing to do so can lead to strike-off.
VAT registration is compulsory above the thresholds below and optional beneath them, and a new company may register before trading to reclaim VAT on start-up costs. A domestic-only number covers trade within Ireland and outside the EU; an intra-EU number needs evidence of trade, or of a real intention to trade, with other Member States, such as contracts or a detailed business plan.
| Tax point | Rule |
|---|---|
| Corporation tax, trading income | 12.5% |
| Corporation tax, rental and investment income, excepted trades | 25% |
| Pillar Two, as Revenue states it | Multinationals and large-scale domestic groups with consolidated annual revenues of €750m or more in two of the four preceding fiscal years pay a minimum of 15% tax on profits in each jurisdiction |
| VAT threshold, services | €42,500 of annual turnover |
| VAT threshold, goods | €85,000 of annual turnover |
| Corporation tax return | Form CT1 filed and tax paid on ROS by the 23rd day of the ninth month after the accounting period |
The first annual return date falls six months after incorporation, and the first return on Form B1 is made up to it without financial statements. After that the date recurs yearly; each return is delivered on CORE within 56 days, with financial statements delivered within nine months of the financial year end. Officer changes go on Form B10 within 14 days.
A company qualifies as small, and can claim the audit exemption, when it meets two of three conditions: turnover of no more than €15 million, a balance sheet total of no more than €7.5 million, and no more than 50 employees on average. A company with no significant accounting transactions can use the dormant company exemption. The catch: a late annual return costs the audit exemption for the next two financial years, and persistent non-filing leads to strike-off, after which the company’s assets pass to the State.
An Irish bank must confirm that the beneficial owners are entered in the RBO before it opens a company account, so the RBO filing comes first; the rest is each bank’s own procedure, set out provider by provider on our page on bank accounts for Irish companies.
A new company suits most founders. An existing one makes sense for time, because a formation waits in the CRO’s queue while shares in an existing company change hands without CRO approval, and for age, when a tender, landlord or supplier wants a company registered for a minimum period. Neither route avoids the EEA-director rule or identity numbers for directors. See our page on Irish shelf companies and our guide to off the shelf companies.
We form new Irish companies and supply ready-made ones. For a formation we prepare the constitution, Form A1, the consents and the RBO filing that follows; we help you prepare the bank application and, where we have a working contact at a suitable bank, introduce you, with the decision left to the bank alone. If no director lives in the EEA and the company has no section 137 bond, we can arrange an EEA-resident director, and a company secretary or nominee shareholder where you want one, through a trust or company service provider authorised by the Minister for Justice or a solicitor or accountant supervised by their professional body; the director owes every duty in section 228 of the Companies Act 2014, including independent judgment, and the real owner is filed in the Register of Beneficial Ownership. Background on the country is on our Ireland page.
Choose the type, usually an LTD, and a name the CRO will accept. Appoint at least one director and a secretary who is not the sole director, with one EEA-resident director or a section 137 bond, and an Irish registered office. File Form A1 and the constitution on CORE with the officers’ consents and PPS or identified person numbers. After incorporation, register the beneficial owners with the RBO and the company with Revenue.
Yes. Shareholders may live anywhere, and so may directors as long as one of them is EEA resident or the company holds a section 137 bond. A director without a PPS number obtains an identified person number through Form VIF before the filing. The company also needs a physical registered office in Ireland and must carry on an activity in the State.
Yes, but a director living in the United Kingdom no longer counts as EEA resident; the CRO treats the UK as having left the EEA resident area at the end of 2020. A company whose directors all live in Great Britain or Northern Ireland therefore needs an EEA-resident co-director, a section 137 bond or, once it shows a real and continuous link with economic activity in Ireland, a section 140 certificate.
That depends on the CRO’s queue. The CRO processes documents in the order received, publishes daily the date it has reached, and aims to issue a certificate within ten working days of a correct submission under its ordinary online scheme, or five under the Fé Phráinn scheme. Allow extra time for identified person numbers for directors without a PPS number and, where needed, the section 137 bond.
Yes, every Irish company must have one. The secretary may be one of the directors, unless the company has a single director, who cannot hold both offices. An individual secretary must be 18 or over, a company may also act, and the directors must ensure the person appointed has the skills or resources for the statutory duties.
Look the company up by name on CORE, the CRO’s online system, which also shows its annual return date. The CRO number identifies the company on the register, and Revenue needs it before the company can register for tax. The Tax Reference Number that Revenue then issues is a separate number, used on tax returns and on the company’s invoices.
Planning an Irish company? Tell us who the directors and owners will be and where they live, and we will set out what the formation needs. Write to us through our contact page, or on Telegram or WhatsApp at +48 663 247 166.