Last reviewed October 7, 2026 · By the NYBACS advisory team
Short answer
Yes — non-residents can own 100% of an Irish private company limited by shares (LTD), but the company must have at least one EEA-resident director, hold a €25,000 non-resident director bond, or obtain a Revenue statement that it has a real and continuous economic link with Ireland. The company is registered with the Companies Registration Office (CRO), needs a company secretary and Irish registered office, and must file beneficial ownership details within five months.
Key takeaways
- The usual vehicle is the private company limited by shares (LTD) under the Companies Act 2014, registered with the Companies Registration Office (CRO).
- Section 137 requires at least one EEA-resident director unless the company holds a €25,000 bond or a Revenue statement confirming a real and continuous economic link to Ireland.
- Every Irish company needs a company secretary; an LTD with a sole director must appoint a different person as secretary.
- Beneficial ownership must be filed with the Register of Beneficial Ownership (RBO) within five months of incorporation.
- VAT registration thresholds are €85,000 for goods and €42,500 for services at the time of review, and Revenue reviews registrations of non-resident-led companies closely.
Ireland at a glance
| Common entity for foreign owners | Private company limited by shares (LTD); DAC or external company branch as alternatives |
|---|---|
| Company registry | Companies Registration Office (CRO) |
| Foreign ownership | 100% generally permitted |
| Local director / resident requirement | At least one EEA-resident director, or a €25,000 section 137 bond, or a Revenue section 140 statement |
| Registered office | Irish address; company secretary also required |
| Key tax registrations | Revenue registration for corporation tax, VAT (thresholds €85,000 goods / €42,500 services) and PAYE |
| Recurring compliance | First annual return at six months, then annual returns with financial statements; RBO updates; corporation tax return |
| Typical setup timeline (indicative) | Incorporation commonly one to a few weeks depending on CRO workload; tax registration and banking can add weeks |
Indicative only. Rules, filings, fees, ownership restrictions and timelines vary and change — confirm the current position before acting.
Which Irish company type suits a foreign business?
Most foreign founders and groups use a private company limited by shares (LTD). It has a one-document constitution, can have a single director (with a separate secretary), can have up to 149 members, and has full legal capacity, so no objects clause is needed.
Alternatives include the designated activity company (DAC), which has an objects clause and suits regulated or special-purpose vehicles, and registering an external company (branch) of the overseas parent. For trading subsidiaries, EU headquarters and technology businesses, the LTD is the standard choice.
Step-by-step: incorporating with the CRO
- Choose and check the name against the CRO register and naming rules.
- Solve the Section 137 requirement — appoint an EEA-resident director, arrange a €25,000 bond from an approved surety (bank or insurer), or obtain a Revenue statement under section 140 confirming a real and continuous economic link with Ireland.
- Appoint the company secretary, who must have the skills to discharge the role; if there is one director, the secretary must be someone else.
- Fix the registered office in Ireland.
- Prepare the constitution and share details.
- File the incorporation application (Form A1) with the CRO online, with director consents and, where relevant, the bond or Form B67 supporting documents.
- Receive the certificate of incorporation and company number. Processing times vary with CRO workload; allow for a couple of weeks.
- File beneficial ownership with the RBO within five months, register with Revenue for tax and open banking.
Documents from individual and corporate shareholders
- Individuals: name, residential address, date of birth, nationality, occupation and other directorships for directors, with signed consents. Non-Irish beneficial owners without a Personal Public Service Number (PPSN) need to complete a separate identity verification declaration before the RBO filing.
- Corporate shareholders: registered name, number and address, plus a resolution authorizing the subscription and naming the signatory.
Irish banks, Revenue and corporate service providers carry out anti-money-laundering checks and commonly request certified or apostilled passport copies, proof of address and the parent's certificate of incorporation and shareholder register. For the RBO, map every individual who ultimately holds more than 25% or otherwise controls the company through the group.
Revenue registrations and ongoing compliance
- Tax registration: register the company with Revenue for corporation tax and, as relevant, VAT and employer PAYE. Revenue may ask for evidence of genuine Irish business activity when directors and owners are outside Ireland, and can refuse or delay VAT registration if it is not satisfied.
- Corporation tax: 12.5% on trading income, 25% on passive income, with a 15% minimum rate for in-scope large groups.
- VAT: compulsory once supplies exceed the relevant threshold; businesses supplying certain cross-border services or goods may need to register regardless.
CRO obligations start early: the first annual return is made up to a date six months after incorporation (without accounts), and later annual returns attach financial statements. Filing an annual return late costs the company its audit exemption for that year and the next, so the CRO calendar matters more in Ireland than in many jurisdictions.
Banking and practical realities
Irish banks generally expect a meaningful Irish connection: a local director or staff, an office, Irish customers or suppliers, and transparent group ownership. Non-resident-led companies sometimes start with an EU payment account from a licensed electronic money institution while building the substance a full bank relationship needs. Expect identity verification for directors and beneficial owners, and questions about expected transaction flows and where decisions are made.
Is Ireland the right destination for your business?
Ireland suits groups that want an English-speaking, common-law base inside the EU, with access to the single market, EU VAT systems and an established technology and pharmaceutical ecosystem. The trade-offs are the EEA director rule, Revenue scrutiny of companies without Irish substance, and an annual return regime with real consequences for lateness.
Compared with the UK, Ireland offers EU membership but more director and tax-registration formalities. Compared with the Netherlands, Ireland avoids notarial incorporation and uses English throughout, while the Netherlands is often preferred for logistics and holding structures.
Common mistakes to avoid
- Filing for incorporation without an EEA-resident director, bond or Revenue statement in place.
- Appointing the sole director as company secretary.
- Missing the five-month RBO deadline, especially when owners lack a PPSN and need identity verification first.
- Expecting VAT registration to be automatic when the company has no Irish staff, office or customers.
- Filing the first annual return late and losing the audit exemption.
- Treating a mailbox address as sufficient substance for banks and Revenue.
Documents and records to prepare
- Proposed company name and constitution
- Director and secretary details with signed consents, including date of birth, nationality and other directorships
- Evidence of the EEA-resident director, the section 137 bond, or the Revenue section 140 statement
- Irish registered office address
- For a corporate shareholder: certificate of incorporation, register of shareholders and directors, subscription resolution
- Beneficial ownership chart and identity verification for owners without a PPSN
NYBACS 360° support
How NYBACS helps
- Compares Ireland with the UK and Netherlands for EU access, director availability and tax position.
- Coordinates CRO incorporation, the company secretary and the Section 137 solution through Irish partners.
- Prepares the RBO filing and the Revenue registration narrative showing genuine Irish activity.
- Calendars the first six-month annual return and later CRO and tax deadlines to protect audit exemption.
Frequently Asked Questions
What if none of the directors lives in the EEA?
The company can hold a €25,000 bond from an approved bank or insurer under section 137, or obtain a Revenue statement that it has a real and continuous economic link to Ireland. Without one of these, the CRO will not accept the incorporation.
Is a UK-resident director enough?
No. After Brexit, the UK is not in the EEA, so a UK-resident director does not satisfy section 137 on their own.
Does an Irish LTD need two directors?
No. An LTD can have one director, but then the company secretary must be a different person.
Can the company get a VAT number before trading starts?
Often yes, if Revenue is satisfied the business is genuine and about to make taxable supplies. Expect questions on contracts, premises and who is running the business in Ireland.
Does the 12.5% rate apply to all income?
No. It applies to trading income. Passive income such as most interest and rent is taxed at 25%, and large multinational groups face a 15% minimum effective rate.
