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Irish company formation for EU trading businesses

An Irish private company limited by shares (LTD) is an EU company taxed at 12.5% on trading profits. Non-trading income such as most investment or rental income is taxed at 25%. The 15% Pillar Two minimum tax applies only to groups with consolidated revenue of EUR 750 million or more, not to typical owner-managed companies.

Updated

Every Irish company needs at least one director resident in an EEA state. Since Brexit a UK-resident director does not count. If no director is EEA-resident, the company needs a Section 137 non-resident director bond of EUR 25,000, which must be in place before incorporation is filed. A Section 140 certificate exempts companies with a real and continuous economic link to Ireland, but in practice it is applied for after incorporation, once that activity exists.

Dividends to shareholders abroad can often be paid without Irish withholding tax, depending on where the shareholder lives. We check this for each client before incorporation.

Redomiciled coordinates formation with a licensed Irish partner, including an EEA-resident director where the owners live outside the EEA.

Who it suits

  • Founders selling into the EU

    You need an EU contracting entity that banks, EMIs and customers accept without questions.

  • UK founders after Brexit

    You want an EU company in the same language and a similar legal system.

  • Trading and services businesses

    Your profits come from an active trade, so the 12.5% rate applies.

  • Groups building EU substance

    You will hire, contract or manage from Ireland over time.

Requirements

  • Registered office in Ireland

    The statutory address filed with the Companies Registration Office (CRO).

    Required
  • One EEA-resident director or a Section 137 bond

    An alternate director does not satisfy the rule.

    Required
  • Company secretary

    Every Irish company appoints one; it can be a corporate service provider.

    Required
  • Beneficial ownership filing

    Owners are recorded in the Register of Beneficial Ownership.

    Required
  • Annual return and tax filings

    Filed each year with the CRO and Revenue.

    Required
  • Section 140 certificate

    Replaces the bond once the company shows a real and continuous economic link with Ireland.

    Depends on your case

Documents

  • Constitution of the companyFiled with the CRO at incorporation.
  • Identity and address proofsFor directors, secretary, shareholders and beneficial owners.
  • Section 137 bond certificateWhere no director is EEA-resident.
  • Business description and expected flowsBanks and EMIs use it to assess the activity.
  • DWT exemption declarationsFor shareholders who qualify, filed before the first dividend.

Timeline

  1. 1Structure reviewShareholders, directors and the dividend position checked before anything is filed.
  2. 2Director solutionAppoint an EEA-resident director or arrange the Section 137 bond.
  3. 3IncorporationConstitution and Form A1 filed with the CRO.
  4. 4Tax registrationCorporation tax, and VAT or payroll where needed, with Revenue.
  5. 5Bank and EMI onboardingApplications to matched institutions, each with its own due diligence.
  6. 6Ongoing complianceAnnual return, accounts, tax return and beneficial ownership updates.

Banking fit

  • Irish companies are generally well received by EU banks and EMIs, subject to each institution's due diligence.
  • An EEA-resident director and a clear business narrative make onboarding easier than a bond-only structure.

Questions

What is the corporate tax rate in Ireland?

12.5% on trading profits and 25% on non-trading income such as most investment or rental income. Large groups with revenue of EUR 750 million or more are also subject to a 15% minimum tax.

Can a non-EU resident own and run an Irish company?

Yes. The company needs one EEA-resident director or a EUR 25,000 Section 137 bond. UK-resident directors no longer meet the EEA requirement.

Do dividends from an Irish company carry withholding tax?

The default rate is 25%, but qualifying shareholders resident in the EU, EEA or a treaty country can claim an exemption before payment. We check the position for each shareholder before incorporation.

What is a Section 140 certificate?

An exemption from the EEA-director rule for companies with a real and continuous economic link to Ireland. It is usually considered after incorporation, once that activity is in place.

Company formation elsewhere

Set up your company in Ireland.

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