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Starting a Company or Business in Ireland?

Thu, 08 Feb 2024 06:56:48 GMT

Here are some advantages to setup a company in Ireland:

Ireland is a member of the European Union and provides companies with guaranteed access to the European market. It is the only English-speaking country in the Euro zone and provides an ideal hub for organisations seeking a European base. The brightest talent from across Europe is attracted here, mixing with our own to offer a multinational and multilingual melting pot of skills with a positive attitude to match. The new 2014 act in Ireland makes it easier for Directors to manage a company.

Ireland has a lowest 12.5% Corporation Tax rate, & huge network of double tax treaties.
Companies have Low Share Capital Requirement, as low as €100.
Ireland offers free access to over 500 Million consumers in Europe.
Ireland is ranked in the top 10 easiest places in the world to do business.
It is easier for limited company to raise finance.
The limited company name is protected.
Employees can also acquire shares in the company.
Making changes to the company is relatively simple.
Ireland has one of the most generous R & D regimes in the world allowing a tax credit of 25% on qualifying R & D expenditure. The expenditure that is eligible for tax credit is €200,000.
Ireland has a Special Assignment Relief Programme which applies to employees assigned to work in Ireland. Subject to certain conditions, 30% of an employee's income in excess of €75,000 is exempt from Irish income tax and an employer can cover the cost of flights home and school fees on a tax.
There is Limited Liability on Shareholders. Shareholders only risk the share capital they invest. A Company is a legal entity, it is completely separate from its officers and it is the company that legal action is taken against & not the Shareholders personally.

Non-Resident Directors Requirement for Bond

Thu, 08 Feb 2024 06:46:32 GMT

After the 1st January 2021, your company will need to either appoint an EEA resident director or put in place the Section 137 Revenue Bond in order to comply with the Companies Act 2014.

Section 137 of The Companies Act 2014 (section 43 under the old Act) states that if an Irish Registered Company does not have at least one company director who is resident in the European Economic Area (EEA), the company should purchase a non-EEA resident director Bond.

It is important to note that this requirement pertains to residency and not citizenship. A company director who holds an EEA passport but resides outside of the EEA would also require a bond.

When a company purchases a Section 137 Non-Resident Directors Bond or ‘Revenue Bond’ the company will be exempted from the requirement to have a Director who is resident in the EEA (European Union plus Iceland, Norway, and Liechtenstein).

A Revenue Bond will insure the company for a sum of €25,000.

The Non-Resident Bond covers a period of 2 years and must be put in place at the incorporation stage or upon the removal of the EEA resident director of the company. The Bond acts like an insurance policy to cover the government for unpaid taxes or fines if the company leaves the jurisdiction.

Having the Bond in effect does not replace or act as a Company Director – It merely allows the company to operate without an EEA resident director in place. Following the two-year period of the bond, the company is required to either renew the bond for a further two years, put an EEA resident director in place, or create a real and continuous link in the state. This link exemption can be applied for with the Revenue Commissioners when a company displays significant employment and a strong physical presence in Ireland.

We can arrange a Section 137 Revenue Bond for your company. The total fee payable for the Non-Resident Directors bond is €1700 and covers a period of two years. Please note once the Bond is issued it is non-refundable.

Sole Trader or Limited Company

Thu, 08 Feb 2024 06:43:17 GMT

If you are contemplating whether to operate as a sole trader or set up a limited company in Ireland, you need to consider your business goals, legal and financial considerations, and personal preferences. Both options have their advantages and disadvantages:

1. Sole Trader:

Simplicity: Setting up as a sole trader is straightforward. You can start trading under your own name without the need for complex legal structures, however you may have to register your business with a business name if you call your business a name other than your own personal name.

Control: You have full control over your business decisions and operations.

Taxation: As a sole trader, your business income is generally taxed at your personal tax rate. You may be eligible for certain tax credits and deductions.

Privacy: Sole traders typically have more privacy, as there are fewer public disclosure requirements compared to limited companies.

2. Limited Company:

Setting up a limited company instead of operating as a sole trader in Ireland offers several advantages, which can be particularly appealing for certain businesses and individuals. Here are some key advantages of a limited company over a sole trader:

Limited Liability: Shareholders in a limited company are not usually personally liable for the company's debts. This means that your personal assets, such as your home and savings, are generally protected if the company faces financial difficulties.

Credibility: A limited company structure can enhance the perception of your business. Many suppliers, clients, and investors view limited companies as more stable and professional entities, which can lead to increased trust and credibility.

Taxation Benefits: Limited companies can offer tax advantages, including lower corporate tax rates and the ability to plan your income more tax-efficiently through methods like paying yourself a salary or dividends.

Access to Funding: Limited companies often find it easier to secure business loans, attract investment, or issue shares to raise capital. This can be especially important if you have plans for substantial growth or expansion.

Succession and Ownership Transfer: Transferring ownership or selling a limited company is generally more straightforward and flexible than doing the same as a sole trader. This can be important for long-term planning and exit strategies.

Professional Image: Limited companies are seen as more established and professional, which can be beneficial for marketing and attracting clients or partners.

Continuity: The death or departure of a sole trader can result in the business ending or facing significant disruption. In a limited company, the business can continue operating with a change in shareholders or directors.

Asset Protection: Holding valuable business assets within a limited company can offer additional protection against creditors and lawsuits.

Easier Employee Recruitment: Limited companies can provide employee benefits like pensions and stock options, making it easier to attract and retain top talent.

Limited Personal Financial Risk: As a director or shareholder of a limited company, your liability is generally limited to the amount of unpaid shares, which means that your personal finances are not as exposed to business risks.

While there are clear advantages to forming a limited company, it's essential to consider the administrative and compliance requirements, including annual financial statements, audits, and filing obligations, which can be more extensive than those of a sole trader. It's advisable to consult with a legal or financial professional to determine the most suitable business structure based on your specific goals and circumstances.

The choice between a sole trader and a limited company will depend on your specific circumstances and business goals. You should consider factors such as your financial situation, risk tolerance, growth ambitions, and the level of administrative and compliance work you are willing to undertake.

Before making a decision, it is advisable to consult with a professional, such as an accountant or business advisor, who can help you assess your specific situation and provide guidance on the best structure for your business. Additionally, be aware that laws and regulations may change, so it's essential to stay informed about the most current rules and requirements in Ireland.

Guide to Company Meetings – How to take minutes

Mon, 13 Sep 2021 08:31:20 GMT

So you have just set up your company and have been appointed as Company Secretary, do you know how to take the minutes of the meetings for the Company?

1. Firstly, you set up your minutes template in a word document, and choose your layout that you will use for all meetings going forward.

NAME OF COMPANY
Minutes of the first meeting of the Directors held at [ADDRESS]
ON [DAY OF THE WEEK, DATE, MONTH YEAR AND TIME]
PRESENT [CHAIRMAN] (in the chair)
[OTHER DIRECTORS]
[APOLOGIES]

2. Then you check your constitution/memorandum and articles for the notice period for your board meetings and the quorum (number of directors who have to be present for the meeting to legally proceed to business).

3. It would be usual to give a certain period of notice to all the Directors even if your constitution remains silent on this rule.
At the first meeting of the Company, you may appoint a Chairman to the board, this is usually majority agreement by the Director’s attending the first meeting, the Board may also appoint a different person to act as Chairman at each meeting.

If it is the first meeting you should note the following:
1. Certificate of Incorporation, report the date of incorporation and the Company Number, and circulate the constitution to the members of the Board, also note that when you have appointed a new Director to the Board, he should be furnished with a copy of the Constitution and other information relating to the Company;
2. It should be noted who the first officers of the Company are;
3. Appointment of Company Bankers and who are the authorised signatories to the bank account;
4. The Company Accounting reference date, most companies choose a year end of 31st December;
5. Note of the situration of the Registered Office Address and Trading address if different;
6. The appointment of the Directors’ noting that they have consented to act as the first Directors’ of the Company by the subscribers to the Constitution;
7. Resolution, to adopt the Company Seal as the common seal of the Company, and an impression of the seal should be put under this resolution on the minutes;
8. Note who the subscriber shareholders will be, and if the shares are fully paid up and how much capital is in the company;
9. Share Certificates, issued and how many shares each shareholder has received;
10. Tax Status, at the first meeting of the Company, it will be noted what taxes the Company will be registered for, eg. Corporation Tax, VAT, etc;
11. New Business, obviously, the Directors will start discussing the new business of the company, it is important to lay out an agenda of items to be discussed, you should draft this well before the meeting, give it to the Chairman for approval and then send this to the Directors, they might have a report on the item to be discussed and this should be circulated to the other Directors in a meeting pack before the meeting, it is important to give the Directors enough time before the meeting to read the information pack. You should keep all these reports, and just note that they were discussed at the meeting, and the main points that were discussed and the decision that was made by the Director’s at the meeting;
12. You might note at the end of each meeting if the Chairperson has given you any specific instructions to carry out before the next meeting;
13. Next Board Meeting should be agreed upon, date, month, and time, I would advise putting in the day of the week, as it is a good way to double check that everyone is looking at the same date on their calendars; and
14. And last but not least, the famous “Any other Business”, this is where the directors will bring up any business that should be discussed that was not in the agenda.

Going forward to your second meeting and beyond:
• I would advise that you set up a business and compliance calender for your company, as certain items of business should be discussed at each meeting, and other items should be discussed a few times during the year and you need to ensure that they are included in the agenda;
• Items to include in the yearly agenda and to put on your calender:
• Director’s conflicts of interests if any prior to the boards consideration of an issue, this should be an agenda item for all meetings;
• Director’s to disclose the board their other time commitments;
• Director’s to disclose their other Directorships;
• Annual Review of documented proceedures for dealing with conflicts of interest board level;
• Annual review of Anti-Money Laundering (AML) policy at board level;
• Material Contracts entered into since the previous board meeting;
• Review of the effectivness of the Chairman, Board members, Company Secretary, Auditors, Accountants etc. This can be yearly, or every couple of years depending in the business of the Company;
• Training of the Board members, in AML, products and service of the Company, customers and suppliers to the company and other industry knowledge;
• Financial Statements, as the Director’s of the Company are its managers, they should be aware of the Financial position of the company, major outgoings during the financial year, investments, etc, they should also be aware of the Annual Return Date for the Companies Registration Office (CRO) and the filings and returns to the Revenue Commissioners;
• Annual General Meeting, to approve the financial statements and present them to the shareholders and declaration of dividends if available for distribution; and
• Director’s and Officers insurance policy and other insurance in the business;