Private Company Limited by Shares (Ltd)
Cuideachta Phríobháideach Faoi Theorainn Scaireanna
Company formation in Ireland
The Ltd is best suited for: Tech startups and scale-ups, Foreign-owned subsidiaries, Small and medium enterprises, Sole founders who want limited liability, International holding structures. Trading profits are taxed at 12.5%, one of the lowest rates in the OECD. Non-trading (passive) income such as investment income, rental income, and certain foreign-source income is taxed at 25%. A Knowledge Development Box (KDB) offers an effective rate of 6.25% on qualifying IP profits. Ireland has no withholding tax on dividends paid to EU parent companies under the EU Parent-Subsidiary Directive, and an extensive treaty network reduces withholding taxes on outbound payments. The R&D tax credit provides a 25% credit on qualifying expenditure. From 2024, a 15% global minimum top-up tax applies to companies within groups with consolidated revenue exceeding €750 million (Pillar Two).
- Tech startups and scale-ups
- Foreign-owned subsidiaries
- Small and medium enterprises
- Sole founders who want limited liability
- International holding structures
Key Facts
Step-by-Step Formation Process
Reserve company name
Check name availability on the Companies Registration Office (CRO) website and reserve your preferred company name. Names must not be identical or misleadingly similar to existing registrations.
Prepare a constitution
An Ltd requires a single-document constitution that replaces the old memorandum and articles of association. This document defines the company's internal governance rules, share structure, and director powers. Standard templates are available from the CRO.
File Form A1 with the CRO
Submit the incorporation form (Form A1) along with the constitution, details of directors, secretary, registered office address, and share capital. Filing can be done online through CORE (Companies Online Registration Environment).
Receive Certificate of Incorporation
The CRO reviews the application and, if compliant, issues a Certificate of Incorporation. This document confirms the company's legal existence and includes its unique CRO number.
Register for tax with Revenue
Register the new company with the Revenue Commissioners for Corporation Tax, VAT (if applicable), and employer PAYE/PRSI. This is done via Revenue Online Service (ROS).
Open a corporate bank account
Approach an Irish bank or a licensed fintech provider to open a business account. Banks require the Certificate of Incorporation, constitution, director identification, and proof of registered address.
Required Documents
- Form A1 (incorporation form)
- Single-document constitution
- Proof of registered office address in Ireland
- Director identification (passport or national ID)
- Director proof of address (utility bill or bank statement, less than 3 months old)
- Company secretary details (if appointing one)
- Consent to act as director (signed by each director)
Cost Overview
Tax Treatment
Trading profits are taxed at 12.5%, one of the lowest rates in the OECD. Non-trading (passive) income such as investment income, rental income, and certain foreign-source income is taxed at 25%. A Knowledge Development Box (KDB) offers an effective rate of 6.25% on qualifying IP profits. Ireland has no withholding tax on dividends paid to EU parent companies under the EU Parent-Subsidiary Directive, and an extensive treaty network reduces withholding taxes on outbound payments. The R&D tax credit provides a 25% credit on qualifying expenditure. From 2024, a 15% global minimum top-up tax applies to companies within groups with consolidated revenue exceeding €750 million (Pillar Two).
Pros & Cons
- Only one director required (reduced from two under the Companies Act 2014)
- No mandatory company secretary requirement if certain conditions are met
- Single-document constitution simplifies governance
- Full capacity to carry on any lawful business without needing to define objects
- The 12.5% corporation tax rate on trading income is one of the lowest in Europe
- Excellent reputation and regulatory credibility within the EU
- Access to EU single market and passporting of financial services
- Strong common law legal system familiar to US and UK investors
- At least one director must be an EEA resident, or the company must hold a Section 137 bond (approximately €2,000/year)
- Annual return filing with the CRO is mandatory, with penalties for late filing
- Audit exemption thresholds exist but many growing companies exceed them quickly
- Cannot offer shares to the public (limited to 149 shareholders)
- Cost of living and office space in Dublin is comparatively high
Other Structures in Ireland
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Get StartedThis content is educational and does not constitute legal or tax advice. Always consult a qualified professional for your specific situation. Data last verified March 2026.