Fenero Guides for Non-Irish Residents setting up business in Ireland

Step By Step Guide to Setting Up A Company in Ireland

Having chosen Ireland as the location for your new limited company, what follows are the practical
steps that you will need to follow to get your company set up and ready for use.
Basic company details
1. Choose your proposed company name
Your chosen company name must be one which is not already in use by another company
and also which is sufficiently unique and distinguishable from other existing companies. If
your chosen company name is too similar to an existing company, it will be rejected by the
Companies Registration Office (CRO). There are also a few other restrictions on the name
that you can give to your company. You can search to see if your chosen company name is
already in use at www.cro.ie . If it is not in use, you can contact Fenero for advice on
whether the name will be allowable.
The CRO also have an electronic name reservation system which allows us to reserve your
chosen company name on your behalf for up to 28 days.
2. Choose the registered office address
All Irish companies are required to have a registered office address in Ireland. This is the
official address for the business where all official documents are served. This address does
not have to be the address from where the business trades but it must be a physical address
located in Ireland. PO Box addresses are not permitted. Fenero can provide a registered
office address for your business if this is needed.
3. Choose the company directors
Under current legislation there must be a minimum of two company directors. It is a legal
requirement that at least one of these must be resident in the EU. Where it is not possible to
appoint a director who is resident in the EU, you can instead put in place a type of insurance
policy known as a Non Resident Director Bond.
Fenero provides an Irish Resident Director service if you wish to appoint an Irish resident
director to the company. For corporation tax purposes we recommend that you try to
appoint at least one Irish resident director - more information about this can be found in our
guide, The 12.5% Corporation Tax Rate Are you Eligible?
A useful guide to the powers and duties of company directors, produced by the Office of the
Director of Corporate Enforcement, can be downloaded from our website.

4. Choose the company secretary

Every limited company is required to appoint a company secretary. It is acceptable (and
indeed common) for one of the directors to also act as the company secretary. There are no
minimum qualification requirements for a company secretary of a private limited company
(unlike a public limited company). Another limited company can also be appointed as a
company secretary.
Fenero provides Company Secretarial Services should assistance be needed.
5. Choose the shareholders
Shareholders are the owners of the company. In Ireland there is no restriction in relation to
foreign ownership of companies. An Irish company can be 100% owned by non-Irish
residents.
Company Formation
After you have decided on your basic company details above, you are ready to form your limited
company. Fenero are members of the Companies Registration Office Express Company Formation
Service, meaning that your company will be formed within 3 5 working days. We also have a stock
of Ready Made Companies available for purchase should you need to get your Irish company set up
on an immediate basis.
In order to form your limited company you will need to draft and sign a Form A1 and the companys
Memorandum and Articles of Association. Fenero will prepare both of these for you.
The documents required for signing will be sent to you via email or post depending on your
preference. Once the original signed documents have been returned to us, your new limited
company will be incorporated within 3 5 working days.
Tax Registration
After your company has been formed, the next step is to register the company with the Irish tax
authorities, the Revenue Commissioners, known as Revenue.
It is generally straight forward to obtain a corporation tax registration. However it is important to be
aware that registering for VAT can be more difficult. Revenue conduct more checks before
registering a company for VAT in Ireland. It is therefore essential to ensure that your initial
application for a VAT number is correct. If there are errors or inconsistencies in your initial
application, it can make it more difficult to successfully obtain a VAT registration. In order to be
successfully registered for VAT, your company must demonstrate real links to Ireland and show that
there is some substance of your business activity in Ireland.
Fenero have a great deal of experience in this area and will be able to provide tailored advice to your
circumstances to assist you in obtaining a VAT and other tax registrations. Fenero can take over the
entire application process and liaise with Revenue on your behalf.

Bank Account
It is very important to open and operate a bank account in Ireland in order as one element of
demonstrate substance in Ireland (for more information about this please see our guide, The 12.5%
Corporation Tax Rate Are you Eligible? which is available from our website).
In addition you will need an Irish bank account to be able to receive VAT refunds and to make tax
payments using Revenues online system (ROS).
Fenero can assist you with opening a bank account in Ireland. It is important to be aware that the
banks will require several documents from non-residents who are seeking to open a bank account.
The exact identification requirements vary from bank to bank depending on their own internal
procedures. However you should expect to be asked for copies of your passport/national identity
documents, proof of address documents and possibly a reference from your own bank in your own
country. All of these documents will usually need to be certified either by your own bank or by a
solicitor or other specified individuals.
Conclusion
The above outlines the main steps that you will have to follow to get your limited company set up
and ready to fully operate in Ireland. Fenero provide a comprehensive service to assist you in doing
all of the above.

www.fenero.ie
More guides are available for download on our website