Company Incorporation in Ireland: a comprehensive guide

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In today’s dynamic business environment, establishing a strong corporate structure is not just a legal necessity but a strategic cornerstone for growth and stability. Whether you’re a startup aiming to hit the ground running or a multinational corporation expanding into Ireland, understanding the nuances of company incorporation is key to long-term success.

This guide delves into the critical aspects of company incorporation in Ireland, highlighting essential considerations, common company types, and the steps involved. Along the way, we’ll provide insights to help you navigate this process with confidence and ease.

Why incorporate in Ireland?

Ireland’s pro-business environment, strategic location, and reputation as a gateway to European markets make it a prime destination for companies of all sizes. Incorporating in Ireland offers several advantages, including limited liability, tax efficiencies, and access to a highly skilled workforce. However, the incorporation process requires careful planning and an understanding of legal and regulatory frameworks to ensure compliance and operational success. At BDO, we specialise in simplifying this process while ensuring your company's compliance with Irish regulations. 


Key considerations before incorporation

Before embarking on the incorporation journey, it’s essential to address a few foundational elements:

  • Tax Advice and Residency: Obtaining professional tax advice is crucial to align your company’s structure with your strategic objectives. Additionally, understanding the tax residency of directors and the company’s management and control obligations can help prevent compliance issues down the line. Our Tax team is available to assist with these vital considerations, and you can learn more about their solutions here.
  • Director and Officer Requirements: Irish law mandates specific roles such as directors and a company secretary. A minimum of one director must be EEA Resident. Our Corporate Governance expert team can help ensure these roles are filled appropriately and in line with statutory requirements.
  • Statutory Obligations: Post-incorporation compliance, such as annual returns and filings, is essential for maintaining good standing.


Company types in Ireland

Under the Companies Act 2014, several company types are available, each catering to different business needs. Below is a summary to help you identify the structure that best suits your objectives:


The most common and versatile company type, an LTD offers:

  • Limited liability for members
  • Flexibility, as it can operate without a memorandum of association and has no specified objects in its constitution
  • A single director option, provided a separate secretary is appointed
  • A member cap of 149 individuals.

A DAC operates with limited liabilty and is tailored for businesses with specific purposes, requiring:

  • A two-part constitution (memorandum and articles of association) with a main objects clause which limits the company's activities to those specified
  • At least two directors and a company secretary
  • A member cap of 149.

Suitable for businesses looking to go public, a PLC:

  • Permits listing on a stock exchange and public share offerings
  • Members liability is limited to any unpaid amount on the shares they hold
  • Requires a minimum share capital of €25,000, with 25% fully paid up before begins operations or engages in borrowing
  • Has no upper limit on members, and needs at least two directors and a company secretary.

This public company type is common among charities and professional bodies and it:

  • Limits member liability to a pre-agreed contribution in case of winding up, with a minimum of €1.00
  • Restricts activities to those outlined in its memorandum of association
  • Requires a minimum of two directors and a company secretary.

External companies expanding into Ireland can establish a branch:

  • Registration with the Companies Registration Office (CRO) is mandatory within 30 days of its establishment
  • Annual filings and alignment with parent company changes (including, but not limited to updates to directors, share capital, etc.) are required within 30 days from publication in the parent jurisdiction 
  • Offers a route to leverage existing operations while complying with Irish regulations.

An Unlimited Company has many similar features to a Private Limited Company. However, with an Unlimited Company, its shareholders (or members) have unlimited liability for the company's debts.

Key features of an Unlimited Company in Ireland:

  • The name of an unlimited company must end with "unlimited company" 
  • Can operate as a single-member company
  • Statutory distribution rules do not apply, but insolvency regulations remain in effect


Key compliance requirements

  1. EEA Resident Director Requirement: Irish companies must appoint at least one director resident in the European Economic Area (EEA). Alternatively, companies can obtain a Section 137(2) Bond or a Continuous Link Certificate to fulfill this requirement. Our specialised Corporate Governance team can help you secure these solutions seamlessly.
  2. Timelines and Documentation: The incorporation process varies greatly based on the specifics of each company, as well as the completeness of submitted documentation. Having the right support ensures accuracy and timeliness. At BDO, we can generally facilitate a company incorporation within 5 - 15 business days from the commencement of our engagement, and ensure that you have the best team working with you towards a timely incorporation process. Speak to our Corporate Secretarial experts today for more details on your particular needs.
  3. Post-Incorporation Filings: Once established, companies must adhere to annual compliance filings, including financial statements and statutory updates. Again, it's key that you find the right professionals to handle these filings, freeing you to focus on growing your business.


How BDO can help

Navigating the intricacies of company incorporation can be complex, but expert guidance simplifies the process. Our team of corporate governance professionals brings extensive experience in incorporating companies of all types, and can support you with:

  • Advising on the most suitable company structure
  • Streamlining the preparation and submission of incorporation documents
  • Ensuring compliance with the Companies Act 2014 and other regulatory requirements.

For businesses requiring additional support, such as tax advice or assistance with EEA Resident Director obligations, our multidisciplinary team is here to help.

Incorporating your company is more than a legal formality; it’s a critical step in establishing your business’s foundation. By choosing the right company structure and ensuring compliance with Irish regulations, you position your business for long-term growth and success.

With offices in 166 countries and close collaboration between our 1880 offices worldwide, at BDO we’re committed to empowering businesses with the knowledge and support they need to thrive. Whether you’re at the start of your journey or seeking to expand your operations, we’re here to guide you every step of the way.Empty heading


Content produced with professional guidance from Rebecca Popplewell, Assistant Manager, Corporate Governance, BDO Ireland.


Contact us today to discuss your business needs and discover how we can help you achieve your goals.

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Ursula-Moran-partner-bdo-ireland

Ursula Moran

Partner, Corporate Secretarial, BDO Dublin
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Michelle Keane

Director, BDO Dublin
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