Company formation in brief.
In Ireland, all distinctions between ordinary (resident) and offshore (non-resident) companies have long been canceled, and the current legislation of the country allows a relatively simple incorporation of enterprises in such legal forms as:
Irish companies can be incorporated in the following forms:
• Private Limited Company
• Public Limited Company
• Unlimited Company
• Company Limited by Guarantee not having a share capital
Private Limited Company and Public Limited Company practically do not differ, with the exception of the following nuances:
• the minimum share capital of a private limited liability company is € 1;
• the minimum share capital of a public limited liability company is € 25 000;
• the number of shareholders in a private limited liability company is between one and 50;
• the minimum number of shareholders of an open limited liability company is seven, and the maximum is not limited;
• the private limited company does not have the right to offer its shares by open subscription to the public, and the consent of the majority of shareholders is required to transfer the shares to third parties;
• public limited liability company can freely transfer shares to third parties and offer their shares on the stock exchange.
Unlimited Company is featured as follows:
• the liability of the shareholder for the debts and obligations of the company is not limited and applies to all his/her property;
• the minimum number of shareholders of the company is 2.
Company limited by guarantee not having a share capital is a company in which the liability of a member in the event of bankruptcy of the company is limited to the amount to which he/she knowingly agreed. It is established at least by 7 members. The minimum liability of each member is usually set at € 1. Such companies are usually established for non-profit organisations such as clubs, trade unions, interest or advocacy societies, etc.
Every Irish company is required to have a registered office in Ireland (usually maintained by a local Registered Agent) and to appoint a secretary - a natural or legal person.
An Irish company must have at least two directors, one of whom is entitled to act as a secretary. At the same time, if a company wishes to have in its management only Irish non-resident directors, then such a company is obliged to purchase government bonds in Ireland in the amount of at least € 25,000.
The purpose of such an obligation is the ability of the state to influence non-resident directors in the event that they evade filing reports and undergoing an annual audit by the company. In such cases, the IRS and the Registrar of Irish Companies have the right to require the bond seller to pay the accumulated state duties, fines and taxes up to € 25,000. In practice, this task is solved by non-residents through the purchase of a local insurance policy by the company, the cost of which is € 2000.
Partnerships can be formed in Ireland in both unlimited and limited forms. As a rule, the number of partners should not exceed 25.
There is no fundamental difference between limited and unlimited partnerships in Ireland, except that:
• a limited partnership consists of partners who have limited liability for the debts and obligations of the partnership;
• an unlimited partnership consists of at least one general unlimited partner (which in turn may be a limited liability company) and one or more limited partners;
• partners with limited liability are personally liable for the debts and obligations of the partnership only within the amount determined between the partners.
Ordinary partnerships are not subject to the Irish Double Tax Treaties, but the law allows registration in Ireland, the so-called Investment Limited Partnership, which takes full advantage of Ireland's international tax treaties.
An Investment Limited Partnership must have one or more general partners, one of whom must be an Irish company. All general partners must obtain approval from the Central Bank of Ireland to participate in the venture.
The Investment Limited Partnership is managed by general partners. At least two directors of the partnership must be Irish residents.
Registration formalities associated with the establishment of all types of partnerships are simple and involve the signing by all the partners of a Partnership Agreement, which is registered with the Irish Registrar of Business Names. All registration formalities do not take more than a few days.
Partnerships are required to have a registered office in Ireland (usually maintained by a local Registered Agent) and also to prepare annual profit and loss accounts, but are exempt from the need to undergo audits and submit an annual report on their activities as required by companies.
IMPORTANT! If the partnership activities are carried on outside of Ireland and the partners are Irish non-residents then there should be no exposure to tax in Ireland. The partnership will only require a tax registration in Ireland if there is activity in Ireland or income/gains liable to tax in Ireland. Partnerships are also not required to have local managers and are not required to purchase government bonds in Ireland for non-resident managers.
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