Are you thinking about setting up in Ireland?

This guide shows you the difference between setting up a Limited Company in Ireland vs setting up in the United Kingdom (UK).

The UK is currently in the transition period with the European Union (EU) to establish an agreement around trade, travel, and business. New rules are expected to take effect on the 1st of January 2021 and many entrepreneurs are weighing up the differences between Irish and UK company set up.

We will answer these 10 questions to outline the difference between Irish and UK company set up. If you have questions about your specific circumstance, please feel free to chat with us and we are always happy to help.

  1. Where do I set up my company and how much does it cost?
  2. How to choose a company name?
  3. Who can be a Director?
  4. Do I need a Company Secretary?
  5. How many shareholders do I need?
  6. What company address should I use?
  7. Do I need to define exactly what the company does?
  8. What are the rules of the company?
  9. What other information do I need to set up the company?
  10. How do I register for tax?

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The difference between setting up an Irish vs UK Limited Company

Documents

  • Ireland: complete a Form A1 and constitution and submit to the Companies Registration Office (CRO). The CRO only accepts paper applications and all the stakeholders need to sign the same application with wet ink.
  • UK: prepare and submit the application and memorandum of association and articles of association online to Companies House.

Costs

  • Ireland: €55 CRO filing fee.
  • UK: £12 Companies House filing fee.

Timescale

  • Ireland: 3-4 working days from when the CRO receives your completed application.
  • UK: usually 24 hours.

Irish Companies Registration Office (CRO)

The Companies Registration Office (CRO) is the Irish government body that looks after the public statutory information on companies and business names in Ireland. 

The core functions of the CRO is to incorporate new Irish companies and register business names, receive and register post-incorporation documents. They also enforce the Companies Act 2014 in relation to the filing obligations of companies and make company information available to the public.

To view information about Irish companies on the CRO website costs €2.50 per document. You need to purchase the documents you want to view. For example, to view information about Irish company Directors or view their account details. There are some websites, such as Solocheck.ie, that give you some information for free.

UK Companies House

The Companies House is the UK government department that provides digital services to help you search or file company details.  They incorporate new UK companies and make information available to the public.

To view information about UK companies you can go to the Companies House website for free. Information about the company Directors and account details is free for the public to view and download using their ‘get information about a company’ feature.

Why set up a company in Ireland?

Before we get into the differences between Irish and UK company set up, here are a few reasons to choose Ireland as your country of incorporation:

Ireland is a member of the European Union (EU)

  • Part of the EU single market and the Eurozone.
  • Extensive tax treaty network.
  • Companies operating in Ireland have access to a labour pool of almost 250m people from across the EU (IDA Ireland).

A young, well-educated workforce

  • The share of 30-34 year olds in Ireland with a third-level education is 53.5% vs an EU average of 40%.
  • Almost 30% of these students enrolled in Science, Technology, Engineerings and Maths (STEM) courses (IDA Ireland).

Forward-looking economy

  • Future Jobs Ireland – Ireland’s framework that focuses on enhancing the resilience of Irish economy.
  • Skillnet Ireland – Ireland’s business support agency that helps maintain a highly skilled workforce.
  • Local Enterprise Office and Enterprise Ireland – Irish government bodies that help support companies in Ireland by offering funding, mentoring and training for entrepreneurs.

How to choose a company name?

Choosing the right name for your new company can seem like a straightforward process. But both Irish and UK companies have guidelines you need to follow.

There are not many differences between Irish company name guidelines and UK company name guidelines.

Both jurisdictions require that company names end in ‘Limited’ or ‘Ltd’.

  • In Ireland, if your company name is in Irish you can use the Irish equivalent ‘Teoranta’ or ‘Teo’.
  • In the UK, if your company is incorporated in Wales, you can use the Welsh equivalents ‘Cyfyngedig’ or ‘Cyf’.

Who can be a Director?

The legal age to be a Director of a Limited Company is 18 for Irish Limited Companies and 16 for UK Limited Companies.

Both jurisdictions require at least one Director and you do not have to live in the country you are setting up in to incorporate a company there.

However, to set up an Irish company, you need to have at least one Director who lives in the European Economic Area (EEA). If there are no Directors living in Ireland or the EEA, you need to purchase a Section 137 for non-EEA resident Directors.

Anyone can set up a company in the UK if they are over 16 and not disqualified from being a Director.

Director’s personal details are available on the public register

These details include your name, date of birth, occupation, nationality and residential address.

It’s good to point out that Directors in both jurisdictions can hide their residential address from the public register but there are different steps involved.

Hiding your residential address in Irish Limited Companies

In Ireland, if you want to hide your residential address you need to complete a Form T1 and the form must be accompanied by a supporting statement from an officer of the Garda Síochána (Irish police) not below the rank of a Chief Superintendent.

The supporting statement will be granted if you have reasons of personal safety or security only. This means you need to have a valid reason for hiding your private address from the Irish public register. For example, you are an activist and you need security against protestors coming to your home.

If you’re unsure whether you qualify for this exemption, you should go to your local Garda station and give them your information.

It’s also important to know that if you do decide to go down this route, completing this form will only hide your information from the point after the form was submitted to the CRO. So if you need to have your address hidden, you should start this process from incorporation. Get in touch with us if you need help with these forms.

However, as mentioned previously, to view any information about Irish companies you usually need to pay a fee of €2.50 per document.

Hiding your residential address in UK Limited Companies

If you want to hide your private address from the public register in the UK, you need to complete a Form SR01 and pay £55.

The Director needs to know which documents their address is displayed on and send in a separate Form SR01 for each document they want to be changed. The fee of £55 is per document to be changed.

This means Directors of UK companies can hide their residential address from the public register post-incorporation.

However, if your residential address is also your company’s registered address, you cannot hide your address. But you can outsource your registered address or use a PO box in the UK as your registered address (more on this later).

Do you need a Company Secretary?

The difference between Irish and UK company set up is that Irish companies need to have a Company Secretary appointed whereas UK Limited Companies do not.

If your Irish company only has one Director, you need a separate Company Secretary. It’s very common for one Director companies to outsource this role and avail of Company Secretarial Services in Ireland. This is because it is a very important role that has its own function, duties and responsibilities in the company.

If your company has two Directors, one of these individuals can be the Company Secretary. But again, Directors have their own responsibilities so outsourcing your Company Secretary may be the best option for you.

In the UK, you don’t need to have a Company Secretary, but you can appoint one to take some of the Director’s responsibilities.

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How many shareholders do I need?

In Ireland, you can have 1 to 99 shareholders in a Limited Company.

In the UK, you need to have at least 1 shareholder and there’s no maximum number of shareholders.

The shareholders in a company can be the Directors and/or Company Secretary and/or anyone else associated with the company.

Selling shares is also called issuing shares or issued shares. They refer to the pieces of your company that you have given away, usually in exchange for cash to fund the company.

In other words, when you buy shares in a company you own a part of that company.

Each company will have a different number of issued shares, at different prices and each shareholder may have different rights.

The different types of shares are called ‘share class’. The most common type of shares are ordinary shares and we use ordinary shares as standard in our Irish Company Formation.

The rights of the shareholder are disclosed in the Constitution (Irish companies) and Memorandum of Association and Articles of Association (UK companies).

To know more about how many shares, talk to our Client Services Team today. We’re always happy to help you make the set-up process easier for you.

What company address should I use?

The main difference between Irish and UK company set up in terms of their company address is that UK companies can use a Post Office (PO) box as their company address.

UK companies can use a PO box if you still include a physical address and a post code on the company set up application.

Irish companies need to have a registered office address and a business address. Both addresses can be different, but you need identify both when you are setting up in Ireland.

Virtual Office in Ireland

You cannot use a PO box when you are setting up a company in Ireland because people have the right to visit the company’s registered office to inspect certain documents by hand.

The business address is where your business correspondence can be found – for example, bank statements, invoices, etc.

Although you can’t use a PO box, you can outsource your company address to a mail forwarding service providers, such as Accountant Online. We have a team of real people who open and digitally forward all your post on the same day it is received.

We are a Registered Office Agent (ROA) and therefore, we can take care of all your mail requirements with the CRO. Find out more about our Virtual Office Service if you would like to know more about outsourcing your address needs in Ireland.

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What are the rules of the company?

Irish companies are incorporated under the Companies Act 2014 and they are required to have one document constitution.

UK companies are incorporated under the Companies Act 2006 and they are required to have a memorandum of association and articles of association.

The memorandum of association is a legal statement signed by all shareholders agreeing to form the company

The articles of association are the written rules about how the company should be run and is signed by the shareholders, Directors and the Company Secretary.

The constitution for Irish companies is the memorandum of association and articles of association combined. All the shareholders need to sign the constitution. The Directors and Company Secretary do not need to sign the constitution unless they are also shareholders.

We offer a comprehensive constitution with all our Irish Company Formations. If you would like to speak to one of our Client Services Team about our services, get in touch with us now. We are always happy to help you figure out what you need to get set up.

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What other information do I need to set up the company?

Personal information

When you are setting up a company in the UK, you need to give at least 3 pieces of personal information about the Directors and shareholders. This can include:

  • town of birth
  • mother’s maiden name
  • father’s first name
  • telephone number
  • national insurance number
  • passport number

There is no personal information required when you are setting up a company in Ireland.

However, if you use a Company Formation Agent, such as Accountant Online, you will be required to carry out Know-Your-Customer procedures. We ask for all Directors and shareholders to complete online ID verification through an app called ID-Pal. This information is for our internal records only and is not shared with the CRO or the public.

Ultimate Beneficial Owner (UBO) / People with Significant Control (PSC)

When you are setting up a company, another company can be a shareholder of the new company.

If this is the case, you will need to share the details of the person who has the ultimate control over the company.

In the UK, control refers to anyone with voting rights or more than 25% of the shares. In Ireland, control refers to over 80% ownership.

If the company has 99 shareholders who are all individuals with equal ownership, we will need to know who has the deciding vote in the company. For example, CEO or chairman.

In Ireland, you register the UBO in the Register of Beneficial Owners (RBO) and in the UK, you register the PSC with Companies House.

How do I register for tax?

Tax registration in Ireland is done through a Form TR1, after your company has registered with the CRO.

You can register UK companies for Corporation Tax and as an employer at the same time as registering the company.

This is helpful to know because the tax registration timeline is different between Irish and UK companies.

Get in touch with our Client Services Team if you need more information about company formation and tax registration in Ireland.

Do you want to talk about setting up in Ireland?

Are you thinking about setting up in Ireland? We’re here to help you with that decision and make sure it’s a quick and easy process.

If you have experience with opening a company, you may need advice on how to set up an Irish Limited Company.

Call us on +353 (0)1 905 9364 or email hello@accountantonline.ie.

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