Foreign founders and US parents hit the same wall when expanding to Ireland. The blockers are predictable: the European Economic Area (EEA) resident director rule, Companies Registration Office (CRO) paperwork, and several tax registrations. This guide covers the requirements, costs, and taxes to set up an Irish company in 2026, start to finish. For the official process, see the CRO’s required steps to register a company.
The short version: most companies expand through an Irish private company limited by shares, pay 12.5% corporate tax on trading income, and clear one real hurdle. That hurdle is having at least one EEA-resident director, or posting a Section 137 bond instead. Figures below are current as of 2026; verify rates against the latest Irish Budget before you file.
Why Expand Your Business to Ireland?
Ireland pairs a 12.5% corporate tax rate on trading income with full EU single-market access, an English-speaking common-law system, and generous innovation reliefs. It is the standard European base for US and other foreign parents. The benefits are concrete and sourced, not vague positioning.
| Benefit | Figure | Source |
|---|---|---|
| Corporate tax on trading income | 12.5% | Revenue |
| R&D tax credit (periods from 1 Jan 2024) | 30% | Revenue |
| Knowledge Development Box effective rate on qualifying IP | 10% | Revenue |
| EU single market access | 27 member states | European Union |
What Business Structures Are Available in Ireland?
The private company limited by shares (LTD) under the Companies Act 2014 is the standard vehicle for foreign expansion. It gives limited liability, allows a single director, and files a single-document constitution. Other structures exist for regulated activities, non-profits, listed enterprises, funds, and simple branch registrations.
| Structure | Liability | Typical use case | Source |
|---|---|---|---|
| Private company limited by shares (LTD) | Limited to shares | Standard vehicle for foreign expansion | Companies Act 2014 |
| Designated Activity Company (DAC) | Limited by shares or guarantee | Regulated or specific-object activities; two-document constitution | Companies Act 2014 |
| Company Limited by Guarantee (CLG) | Limited to guarantee | Non-profits, charities, clubs, management companies | Companies Act 2014 |
| Public Limited Company (PLC) | Limited to shares; €25,000 minimum capital | Larger or listed enterprises | Companies Act 2014 |
| Unlimited Company (ULC) | Unlimited | Privacy, specific tax structuring | Companies Act 2014 |
| General or limited partnership | Unlimited (general) or limited (LP partners) | Professional firms, fund structures | Partnership legislation |
| External company (branch) | Parent bears liability | Registering a foreign parent’s branch in Ireland | Companies Act 2014, Part 21 |
What Are the Requirements to Form a Company in Ireland?
An Irish LTD needs one director minimum, at least one EEA-resident director (or a Section 137 bond), a company secretary, a physical registered office in Ireland, and a single-document constitution. There is no minimum share capital. An LTD no longer files separate Memorandum and Articles of Association.
| Requirement | Rule | Source |
|---|---|---|
| Directors | Minimum one; at least one EEA-resident, or a Section 137 bond | Companies Act 2014, s137 |
| Company secretary | Required; must be separate from a sole director | Companies Act 2014 |
| Registered office | Physical address in Ireland where documents can be served | CRO |
| Constitution | Single document for an LTD | Companies Act 2014, s19 |
| Share capital | No statutory minimum | Companies Act 2014 |
| Beneficial ownership | File with the Register of Beneficial Ownership (RBO) within 5 months | RBO |
Under Section 19 of the Companies Act 2014, an LTD is formed with a single-document constitution, replacing the old two-document structure.
Do I Need a Resident Director to Open an Irish Company?
No director must be Irish-resident, but at least one must be resident in an EEA state. Without one, the company posts a Section 137 bond covering €25,000 for a minimum two-year term, or obtains a Section 140 “real and continuous link” certificate from Revenue. The bond is the common route for foreign boards.
Section 137 of the Companies Act 2014 requires at least one EEA-resident director, or a bond valued at €25,000 in the prescribed CRO form. The bond covers Companies Act and tax-filing fines, per the Companies Act 2014. Post-Brexit, UK-resident directors no longer satisfy the EEA requirement, which trips up UK founders constantly. Failing to hold a director, bond, or Section 140 certificate is a category 4 offence under the Companies Act 2014, with fines up to €5,000.
Who Can Act as Company Secretary for an Irish Company?
Every Irish company must appoint a company secretary. If the company has a single director, the secretary must be a separate person or a corporate secretarial provider. One person cannot be sole director and secretary at the same time. The role handles statutory compliance, not day-to-day management.
The secretary maintains the statutory registers, files the annual return (Form B1) with the CRO, and ensures Companies Act compliance. Per CRO rules, the Form B1 must be signed by both a director and the company secretary, and these cannot be the same person. Many foreign-owned companies outsource this role to a corporate secretarial provider.
How Do You Register a Business with the Companies Registration Office?
Registration follows four steps: check name availability, prepare the constitution, file Form A1 through CORE (Companies Online Registration Environment), then receive the certificate of incorporation. CORE is the CRO’s official digital platform, and account registration is free. Form A1 is filed online only, together with the constitution and the fee.
Before filing, confirm your proposed name is free with Commenda’s company name checker.
| Document | What it contains | Source |
|---|---|---|
| Form A1 | Directors, secretary, registered office, share capital, subscribers | CRO |
| Constitution | The company’s single governing document | CRO |
| Director and secretary details and consents | Names, addresses, and PPSN or VIF identity data | CRO |
| Registered office address | Physical Irish address | CRO |
| Share capital details | Authorised and issued shares | CRO |
How Long Does It Take to Incorporate a Company in Ireland?
The CRO targets 10 working days to issue a Certificate of Incorporation under its Ordinary Online A1 Scheme, and 5 working days under the faster Fé Phráinn A1 scheme, per the CRO’s required-steps guidance. These targets run from the date correctly completed documents are lodged. Confirm current CRO processing times at cro.ie before you file.
What extends the timeline: procuring a Section 137 bond for non-EEA boards, opening a corporate bank account, and completing tax registrations. Realistic end-to-end for a foreign-founded company, including the bank account, is often several weeks rather than days.
How Much Does It Cost to Set Up a Limited Company in Ireland?
The CRO filing fee for a Form A1 registration is €50 online, versus €100 on paper, per the CRO fees schedule. The government fee is low. Most real cost sits in professional services and, for non-EEA boards, the Section 137 bond.
| Item | Typical cost | Source |
|---|---|---|
| CRO Form A1 fee (online via CORE) | €50 | CRO fees schedule |
| Section 137 bond (if no EEA director) | ~€1,600–€2,000 for the two-year term | CompanyFormations.ie; Formations.ie |
| Registered office service | ~€300–€1,500/year | Market rates |
| Company secretarial service | ~€300/year and up | Market rates |
| Formation agent fees | €200–€1,000+ | Market rates |
The bond insures the company for €25,000, but the premium quoted by providers is far lower, for example €1,957.50 including VAT for the full two-year term, per CompanyFormations.ie.
What Is the Irish Corporate Income Tax Rate?
Ireland charges 12.5% on trading income, 25% on non-trading (passive) income and excepted trades, and 33% capital gains tax (CGT), per Revenue’s corporation tax basis of charge. Corporation tax follows the company’s accounting period, capped at 12 months, not the calendar year. Form CT1 is due within 9 months of the period end.
| Income type | Rate | Source |
|---|---|---|
| Trading income | 12.5% | Revenue |
| Non-trading income and excepted trades | 25% | Revenue |
| Capital gains | 33% | Revenue |
How Does Pillar Two Affect the 12.5% Rate?
Since 1 January 2024, Ireland applies a 15% effective minimum rate through a Qualified Domestic Top-up Tax (QDTT), per the OECD’s global minimum tax rules. This applies only to groups with consolidated global revenue of €750 million or more. Startups and SMEs keep the 12.5% headline rate.
Who Qualifies for Ireland’s 12.5% Corporate Tax Rate?
Any company carrying on a genuine, active trade in Ireland qualifies automatically. There is no application or approval process. Passive income routed through Ireland is taxed at 25%, so real substance matters. The rate is a feature of trading income, not a status you apply for.
Innovation-focused companies stack further reliefs. The R&D tax credit rose to 30% of qualifying expenditure for accounting periods beginning on or after 1 January 2024, per Revenue’s R&D tax credit guidance. The Knowledge Development Box gives a 10% effective rate on qualifying IP income for periods beginning on or after 1 October 2023, per Revenue.
What Are the Irish VAT Rates and Registration Thresholds?
Ireland’s standard Value Added Tax (VAT) rate is 23%, with reduced rates below it, all administered by Revenue. The old “23%, 13.5% and 0%” framing is incomplete: there is also a 9% second-reduced rate and exempt supplies.
| Rate | Applies to | Source |
|---|---|---|
| 23% (standard) | Most goods and services | Revenue |
| 13.5% (reduced) | Construction, certain fuels, some hospitality | Revenue |
| 9% (second reduced) | Gas and electricity, newspapers | Revenue |
| 0% (zero) | Most food, children’s clothing, books, exports | Revenue |
What Is the VAT Threshold for Foreign Businesses?
Domestic registration thresholds apply to established businesses only, per Revenue. A foreign business with no Irish establishment has a nil threshold and must register from its first taxable sale. Established-business thresholds sit at €85,000 for goods and €42,500 for services; verify current figures at revenue.ie before publishing.
How Does Postponed VAT Accounting Work for Imports?
Postponed VAT accounting lets an Irish entity declare import VAT on its regular VAT return instead of paying it upfront at the border. The same VAT is then reclaimed as input credit on that return, provided the imported goods support taxable business activity. This removes the cash-flow hit of paying VAT at customs and waiting to reclaim it later.
What Payroll Taxes Must Irish Employers Register For?
Any company employing staff in Ireland must register as an employer with Revenue and operate real-time payroll. That means PAYE (Pay As You Earn) income tax withholding, employer and employee PRSI (Pay Related Social Insurance), and USC (Universal Social Charge) deductions on every payroll run. The employer registers before the first payday.
| Obligation | Who pays | Current rate | Source |
|---|---|---|---|
| PAYE income tax | Employee, withheld by employer | 20% and 40% bands | Revenue |
| Employer PRSI | Employer | ~11.15% on higher earnings | Revenue |
| Employee PRSI | Employee | ~4.1% | Revenue |
| USC | Employee, withheld | Banded, up to 8% | Revenue |
Confirm PRSI and USC rates against Budget 2026 before you run payroll.
How Does Transfer Pricing Work in Ireland Under OECD Rules?
Ireland’s transfer pricing regime follows the OECD (Organisation for Economic Co-operation and Development) Transfer Pricing Guidelines and applies the arm’s length principle to related-party transactions. This matters immediately for any Irish subsidiary trading with a US or other foreign parent. Intercompany pricing must reflect market terms, not group convenience.
Documentation scales with size. A Local File is generally required above €50 million in group revenue, and a Master File above €250 million, per Revenue’s transfer pricing rules under the Taxes Consolidation Act 1997. Commenda’s transfer pricing service prepares OECD-aligned master and local file documentation so the position is defendable in an audit.
Should You Register an External Company or Incorporate a Subsidiary?
Incorporate a subsidiary. An Irish LTD subsidiary is a separate legal entity with its own limited liability, which most US parents prefer. An external company (branch) is only a registration of the foreign parent, so the parent keeps full liability and may have to file its own accounts publicly with the CRO.
| Factor | Subsidiary (LTD) | Branch (external company) |
|---|---|---|
| Legal status | Separate legal entity | Registration of the foreign parent |
| Liability | Ring-fenced to the Irish company | Parent bears full liability |
| CRO form | Form A1 | Form F12 (EEA parent) or F13 (non-EEA parent) |
| Filing window | On incorporation | Within 30 days of establishing the branch |
Verify the current F12 and F13 form requirements at cro.ie. To compare running an entity against an employer-of-record model, use Commenda’s entity vs EOR calculator.
How Do You Open a Corporate Bank Account in Ireland?
Expect the bank to require the certificate of incorporation, the constitution, proof of the registered office, and ID plus proof of address for directors and beneficial owners. Account opening for non-resident directors often takes longer than incorporation itself, sometimes weeks. Prepare documents early so banking does not become the bottleneck.
Traditional banks apply heavy KYC and AML checks and may want an in-person meeting. Fintech and electronic money institution (EMI) providers offer faster onboarding and can serve as a practical bridge while a full bank account is set up. Confirm that any provider is accepted for your Revenue and payroll purposes.
Which Is the Best City to Incorporate in Ireland?
There is no “best city” for tax. Incorporation is national: the CRO registers companies for all of Ireland, so where you incorporate only sets your registered office address, not your tax rate or company law. Choose a location for talent and sector fit.
Dublin is the financial and tech hub, Cork clusters pharma and life sciences, Galway leads in medtech, Limerick in manufacturing, and Waterford offers lower costs in the southeast. Belfast is not an option here: it sits in Northern Ireland (UK), under different company law and tax.
Ireland Incorporation Checklist for Startups
Use this checklist to move from decision to trading. Each item maps to a section above.
- Choose your structure (LTD is standard) — see business structures.
- Secure an EEA-resident director or arrange a Section 137 bond — see the resident director rule.
- Appoint a company secretary separate from a sole director.
- Set up a physical registered office in Ireland.
- File Form A1 via CORE and receive the certificate of incorporation — see CRO required steps.
- Register for corporation tax, VAT, and PAYE with Revenue.
- File beneficial ownership details with the RBO within 5 months.
- Open a corporate bank account.
Track every deadline with Commenda’s compliance calendar.
How Commenda Helps You Expand to Ireland
Commenda gives you certainty that your Irish expansion is handled, so nothing sits half-done. We run Irish incorporation end to end, from Form A1 through the certificate of incorporation. After formation, Commenda’s entity management tracks every filing, from the annual return to director changes, on one dashboard.
We also cover the tax side. Commenda’s indirect tax service handles VAT registration and ongoing filings, while our transfer pricing team prepares OECD-aligned documentation for trading between your Irish subsidiary and US parent.
Book a demo to get a free Ireland entity setup assessment covering your director, tax, and VAT requirements.
