Company Formation in Ireland With U.S. Directors

Follow this essential checklist to set up your company with U.S. Directors accurately, efficiently, and quickly.

Company Formation in Ireland with U.S. Directors

If you need to register a company formation in Ireland with U.S. Directors we can assist you. Under the new Companies Act, a single director company can be established as a Private Company Limited by Shares. This structure allows for one director, but a separate company secretary is required. Many people prefer not to involve family or friends in their incorporation process, which is where we come in by providing a Nominee Secretary.

We can serve as a Nominee Secretary for your company, eliminating the need to involve other individuals or entities. A Company Secretary can be any person or registered entity, whether local or international. It’s important to note that the Secretary must not represent another company where the signatory is also the director of the company being incorporated in Ireland. They must be distinct individuals. A company Formation in Ireland with U.S. Directors requires a specific formation process which we can guide you through.

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Is a  registered Office Address in Ireland required?

Every limited company in Ireland must maintain a statutory registered office within the state. This office address is publicly visible on the CRO register and cannot be a PO box. It is used by the Companies Registration Office (CRO) to communicate with the limited company in writing, including compliance correspondence addressed to the company’s officers. Other entities may also contact the company’s secretary or directors at this address.

By subscribing to our service, you will receive any correspondence via scanned email. Your post will be sent out on the same day it arrives, typically within an hour of receipt.

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What Are The Duties  of the Company Secretary?

The Secretary is responsible for the day to day compliance of the company and timely filings to the two regulatory authorities, the Company Registrations Office and Revenue.

The company secretary is typically responsible for submitting returns to two Irish authorities: the Companies Registration Office and Revenue, the tax authority in Ireland. They also handle forwarding any correspondence received by the company to the directors and are responsible for organizing Annual General Meetings and maintaining the company register.

Statutory responsibilities include signing the B1 annual returns and certifying the financial statements. Administrative duties involve keeping meeting minutes, communicating with company members, and notifying them of any meetings.

What Are The Responsibilities  of a company Director?

A company Director is an person appointed by the members to manage the company on their behalf. Before assuming this role, a person must meet eligibility requirements. It is important for them to understand their role and responsibilities thoroughly. A Director in a Private Limited company with Shares cannot be another company. When processing a Company Formation in Ireland With U.S. Directors if you have more than one Director, one can be Secretary.

The director has duties as an officer to ensure that the company complies with the Companies Act 2014. They are responsible for maintaining adequate accounting records and creating accurate financial records (accounts).

If the company does not qualify for audit exemption, it is the director’s responsibility to ensure that the accounts are audited. Additionally, the director must file all required documents with the Companies Registration Office, including any changes to the company, in accordance with the Companies Act 2014.

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Can I Be A Sole Shareholder?

  • Yes. It is possible for a limited company to have one Shareholder. A Shareholder can be a person or entity anywhere in the world. There is no requirement for Directors to have shares in a company unlike many jurisdictions around the world.

Will I Need A Non-Resident Director Bond with only U.S. Directors?

Company Formation in Ireland with U.S. Directors

  • Section 137 of the companies Act 2014 states that if you do not have a Director living in the European Economic Area, then you will require a Non-Resident Directors bond.  The following countries comprise the European Economic Area: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, along with Iceland, Liechtenstein, and Norway.
  • The minimum term for the bond is 2 years. In incorporation we acquire the bond once we have all signature pages so we can immediately apply for the bond then the company.

Do Directors Need  To Own Shares?

This is a common question from our foreign contacts. A Director of a private limited company with shares is not obligated to possess shares in the company

We can provide the service of Company Secretary for you on an annual basis. All company types, with the exception of the Private Company Limited by Shares (LTD), must have one secretary and a minimum of two directors. One of the Directors can be a Secretary but not with this company type. Irish Formations can be the company Secretary for your company allowing you to manage the company as a Single Director and Shareholder, and have a separate Secretary.

If you would like to discuss your requirements further, please don’t hesitate to contact us. We can guide you through all the available options for your newly incorporated company. You can complete the setup process in as little as three to five days, as long as you have all your documents in order and there is no bond in place.

What Are My  Company Set Up Requirements where companies are living in the United States?


Have At Least One Director to Incorporate

The first step in setting up your company is to appoint a director, with at least one director required for a Private Limited Company with Shares. For all Irish companies, it is mandatory to have at least one director who is a resident of an EEA/EU country. However, if a company in Ireland has only non-EEA resident directors, such as those residing in the US, they must obtain a non-EEA resident bond known as the Section 137 Bond. This requirement also applies to UK-resident directors seeking to establish a company in Ireland as non-resident directors, following Brexit.

All directors must obtain a Personal Public Service (PPS) Number if they own more than 15% of the company’s shares. A PPSN is not required for incorporation, but you can apply for a Verification Identity Number (VIN) through Form VIF if you do not already have one. Either a PPSN or a VIN is necessary to establish a company in Ireland.


Appoint A Company Secretary

If your company has a single director, it is necessary to appoint a separate company or individual as secretary. However, if there are two or more directors, one of them can also assume the role of company secretary. Irish Formations offers the option of a nominee secretary service.

The company secretary plays a crucial role in ensuring the company meets its statutory deadlines. Working closely with the accountant, they ensure timely submission of financial statements.

Late filing of the Annual Return can result in substantial fines, and financial statements may require auditing for a two-year period. To mitigate the risk of missing the Annual Return deadline, we provide reminders of these obligations.


Appoint Shareholders

Shareholders represent the owners of your company. It’s common for the director to also be a shareholder in new businesses, but directors are not required to be shareholders, and vice versa. If you are starting a company with a co-founder, you may consider shareholders’ agreements and voting rights. However, it’s important to note that such agreements are not compulsory when establishing a company in Ireland.


Choose A Limited Company Name

When considering the establishment of a Limited Company in Ireland, selecting the company name is often a primary concern. However, it is crucial to understand that the Companies Registration Office (CRO) enforces stringent guidelines regarding company names. Your chosen name must be unique, distinguishing it from others already registered in Ireland and complying with specified naming criteria.

The Registrar conducts thorough checks to ensure the uniqueness of your proposed name. If it closely resembles existing names on the register, the Registrar may require you to submit an alternative name. To streamline this process and save time, it is advantageous to engage the services of a company formation specialist, such as our team at Irish Formations. With our Company Formation Ireland Service, we perform a comprehensive check of your proposed company name on your behalf. Simply provide us with your desired name, and we will handle all necessary procedures efficiently.

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Register Two Addresses: Business Address and Trading Address

The registered address is the official legal address of your company, mandated to be a physical location in Ireland that is regularly monitored. Many companies opt to purchase a registered address for this purpose because important notices are often sent there. It’s crucial to note that this address is publicly accessible on the CRO website and can be managed by a regulated Registered Office Address (ROA) provider like us.

Conversely, the business address is where your company receives business-related mail such as invoices and manages day-to-day operational communication. However, for tax purposes, Revenue requires details about the specific location where your business operations are conducted, known as the trading address. It is recommended that the trading address differs from the Registered Office Address. We provide this service at our secondary address. We use DHL to ship physical post to Directors in the United States, but we include mail scanning as part of the service.

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Our Company Formation Process for U.S. Based Directors

  • Discuss your specific requirements with our Managing Director. Each client’s needs vary, tailored specifically to their company. Factors to consider include company type, residency, and specific requirements such as secretary, shareholders, and registered office.
  • If you decide to proceed, our Managing Director will assist you in setting up your online account with us. Here, you can place your company order and provide us with necessary information. Once received, our team will process your details and initiate your order.
  • Our team will verify all your information and communicate with the CRO to obtain approval for your company name. We will ensure accuracy through ongoing correspondence with them, a process that typically takes 5 – 6 working days, subject to CRO processing times. During this period, a team member will contact you to confirm your trading address and PPS number. If you do not have one, we will assist you in applying for a VIN (Verified Identity Number).
  • Upon approval of all information by the CRO, we will prepare the official documents for submission. We conduct thorough checks to ensure everything is accurate before uploading your final submission.
  • Once all documentation is processed, the CRO will issue your certificate of incorporation. Our team will then prepare your official company documents, which will be available for digital viewing in your account. Physical copies will also be sent to you by post.
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