Why International Founders Choose Ireland and What You Need to Know Before You Start

Ireland has become one of the most attractive jurisdictions in the world for international founders looking to establish a European presence. A 12.5% Corporation Tax rate on qualifying trading profits, full access to the EU single market, an English-speaking legal and regulatory environment, and a well-developed professional services sector make it a compelling choice for founders from the US, Middle East, India, Southeast Asia, Africa and beyond. But setting up an Irish company as a non-resident is not without its complications. The requirements are specific, the timelines matter, and the compliance obligations that follow incorporation are ongoing and consequential. This guide covers everything you need to know from choosing the right structure to managing your Irish company compliantly from abroad.

Step 1: Choose the Right Legal Structure

Most international founders incorporate in Ireland as a Private Limited Company (LTD) the standard vehicle for trading companies, technology startups, e-commerce operations, and straightforward corporate structures. Key features of the Irish LTD:

• Limited liability shareholders are not personally liable for company debts beyond their investment
• Single director permitted an Irish LTD can have one director, though the EEA residency requirement applies (see Step 2)
• Single-director rule: if the LTD has only one director, that director cannot also act as company secretary a separate individual or professional firm must be appointed
• No minimum share capital you can incorporate with €1 in share capital
• Full EU market access an Irish company trades freely across the EU single market

A Designated Activity Company (DAC) may be appropriate in certain circumstances for example, where the company’s objects need to be restricted or a lender requires it. Note that a “holding company” is not a company type in itself an LTD or other suitable vehicle can be used within a holding or group structure. The right choice depends on your commercial model and longer-term objectives.

Step 2: The EEA Director Requirement Section 137, Section 140 or an EEA Director

This is the requirement that catches most non-resident founders by surprise. Irish company law requires that at least one director of an Irish company be ordinarily resident in the European Economic Area (EEA). If you are based outside the EEA in the US, UK, India, UAE, or elsewhere you have three routes to satisfy this requirement.

Option A Appoint an EEA-resident director

Any individual ordinarily resident in an EEA Member State can satisfy the requirement. This person must genuinely discharge their statutory duties the role carries real legal responsibility under Irish company law and should not be treated as a nominal appointment.

Option B Section 137 Bond

A Section 137 Bond is an insurance bond that allows a company with no EEA-resident director to operate legally in Ireland. Key points:

• Bond value: €25,000
• The bond must be effective from the date of incorporation
•  Issued for a minimum two-year period  it does not automatically terminate if an EEA director is later appointed
• Provided by an authorised surety (typically an authorised insurance company)

At Forti, we coordinate the Section 137 Bond application, documentation and CRO submission with the bond provider. Our arrangement fee is €1,800 + VAT, separate from the bond premium charged by the surety.

Option C Section 140 Certificate

After incorporation, an established company may qualify for a Section 140 Certificate if it can demonstrate a real and continuous link with economic activities being carried on in Ireland. The CRO specifically recognises this exemption. It is not available at the point of incorporation, but may be a relevant consideration as the company’s Irish activities develop.

What happens when the Section 137 Bond expires? Before the bond term ends, the company must assess how it will continue to satisfy Section 137 by renewing or replacing the bond arrangement, having appointed an EEA-resident director, or potentially qualifying for a Section 140 certificate. Planning ahead avoids a gap in compliance.

Step 3: Registered Office, Company Secretary and Irish Presence

Every Irish company must maintain a registered office in Ireland a physical address where official correspondence from the CRO and Revenue is received. A PO Box does not satisfy this requirement. Every Irish company must also appoint a company secretary with specific statutory responsibilities, including ensuring annual returns are filed on time. Where there is only one director, a separate individual or professional firm must be appointed as secretary. Forti provides registered office and company secretarial services to non-resident clients, giving your company a compliant Irish presence without requiring you to maintain a physical office here.

Step 4: Beneficial Ownership Registration (RBO)

Within five months of incorporation, your company must file its beneficial ownership information on the Register of Beneficial Ownership (RBO) at rbo.gov.ie. A beneficial owner is generally any individual who ultimately owns or controls more than 25% of the shares or voting rights, or who otherwise exercises control over the company. For non-resident founders, this step requires particular attention:

• Each beneficial owner must provide a PPS Number (Irish Personal Public Service Number)
• Where a beneficial owner does not have an Irish PPS Number which is the case for most international founders identity must be verified using the VIF (Verification of Identity Form) process
• The RBO must be updated whenever relevant changes in beneficial ownership occur

Failure to register within five months is an offence under the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations. Forti handles the RBO filing as part of our non-resident incorporation service.

Step 5: Revenue Registration Before You Trade

Incorporation at the CRO does not automatically register your company with Revenue. Where a company has no Irish-resident directors, Revenue’s standard eRegistration route may not be available. Revenue specifically lists companies with no Irish-resident directors among those who may be unable to use standard online registration. In practice, registration is typically handled through a tax agent Forti acts as tax agent for non-resident clients and manages this process on your behalf. Registrations typically required before trading:

• Corporation Tax mandatory for all Irish companies
• Employer PAYE/PRSI required if paying a salary to any director or employee
• VAT see Step 6

Once registered, Revenue issues the company with its Tax Reference Number, used for all future filings and correspondence.

Non-resident director payroll an important detail

Revenue’s position is that remuneration for the office of director of an Irish-incorporated company is generally within the charge to Irish income tax, even where the director is non-resident and performs duties outside Ireland. PAYE typically applies, although relief may be available under an applicable Double Taxation Agreement (DTA), and in some cases a PAYE Exclusion Order may alter the position. This is an area where specific advice is important before setting up payroll.

Step 6: VAT Registration for Non-Resident and International Businesses

Whether an Irish company must register for VAT depends on where it is established for VAT purposes, what it supplies, where its customers are located, and whether it is making domestic or cross-border supplies. A non-established person supplying certain taxable goods or services in Ireland can have an Irish VAT registration obligation regardless of turnover, depending on the nature of the supply. Irish VAT thresholds (in effect since 1 January 2025):

• €85,000 for the supply of goods
• €42,500 for the supply of services

Many international businesses register for Irish VAT voluntarily particularly those importing goods into Ireland or incurring Irish costs they wish to reclaim.

Cross-border and EU VAT obligations

• OSS (One Stop Shop): Where an Irish company makes intra-Community distance sales of goods or cross-border supplies of telecommunications, broadcasting or electronic (TBE) services to EU consumers, and those sales exceed €10,000 annually, VAT must be accounted for in each customer’s country. OSS registration in Ireland allows all such EU VAT to be reported and paid centrally via Revenue.
• IOSS (Import One Stop Shop): Relevant for goods shipped from outside the EU to EU consumers where the consignment value is €150 or less.
• EU VAT SME Scheme (from 1 January 2025): Qualifying small businesses established in the EU, with EU-wide turnover not exceeding €100,000, may be able to use VAT exemptions in participating Member States, subject to national thresholds and conditions.
• EORI Number: Required for any Irish company importing goods into Ireland or the EU. Obtained from Revenue and required for customs declarations.

2026 E-Commerce Alert €150 Customs Duty Change From 1 July 2026, the EU removed the customs duty exemption for low-value consignments of up to €150. An interim flat customs duty approximately €3 per tariff line item now applies to these consignments, regardless of whether IOSS, Special Arrangements or standard VAT is being used. This measure is currently intended to apply until 1 July 2028. If you are shipping goods into the EU from outside the EU, this change directly affects your landed cost and pricing model.

Note on non-Irish EU VAT registrations: Forti does not carry out VAT or EORI registrations in other EU jurisdictions directly. Where clients require registrations in other Member States, we introduce them to specialist third-party agents in our network. Those agents quote and bill independently.

Step 7: Corporation Tax Irish Residence, Trading Income and Substance

Irish company tax residence

An Irish company incorporated on or after 1 January 2015 is generally Irish tax resident by virtue of its incorporation, subject to the provisions of any applicable Double Taxation Agreement. Incorporation, tax residence and the applicable Corporation Tax rate are related but separate questions.

Corporation Tax rates

• 12.5% trading income of an Irish resident company
• 25% non-trading income, including most investment income, rental income and certain other income streams

What constitutes trading income?

The 12.5% rate applies to the profits of a qualifying trade. For international groups, questions around where activities are carried out, where management and control is exercised, transfer pricing, permanent establishments and economic substance can materially affect the overall tax position. These are matters for specific advice before structuring.

Holding companies a note

If you are considering using your Irish company as a holding vehicle, the tax treatment of dividends, investment income, disposals and intra-group transactions differs from ordinary trading income and requires separate analysis. Participation exemptions, withholding taxes, double-taxation relief and close-company rules may all be relevant.

Preliminary Corporation Tax startup exemption

New companies do not have to pay Preliminary Corporation Tax in their first accounting period where the CT liability is below €200,000. The full liability is instead paid when the CT1 return is filed a meaningful cash-flow benefit for early-stage companies. In subsequent periods, small companies generally base preliminary CT on 100% of the prior year’s liability or 90% of the current year’s liability.

Step 8: Business Banking The Honest Reality

One of the most common questions non-resident founders ask is: “Can you help me open an Irish bank account?” Business banking for non-resident-controlled Irish companies has become significantly more challenging in recent years. The main traditional Irish banks AIB and Bank of Ireland have tightened onboarding criteria substantially, and international founders can face extended delays or rejections depending on jurisdiction, business model and company activity. Practical alternatives many non-resident clients use:

• Revolut Business fast onboarding, full IBAN, widely accepted
• Wise Business multi-currency accounts, suitable for most trading needs
• Airwallex increasingly used for e-commerce and multi-currency operations

Traditional banks may place greater emphasis on the company’s Irish nexus, management activity, commercial substance and the residence of its directors but every application is assessed under the bank’s own KYC and AML policies. Forti does not guarantee bank account openings. Banking decisions are made solely by the financial institutions based on their own criteria.

Step 9: Ongoing Compliance Calendar

Once incorporated and trading, your compliance calendar is as follows:

Annual return note: Your company’s first Annual Return Date falls six months after incorporation. No financial statements are required with that first B1. Under rules applicable since 16 July 2025, a company generally loses audit exemption for two years only where it files an annual return late more than once within a five-year period. A single late filing no longer automatically triggers this consequence but CRO late filing penalties apply regardless, and repeated lateness carries serious consequences.

Why Non-Resident Founders Work With Forti

Forti works with founders from across the world establishing an Irish company for the first time. We understand that you are operating across time zones, that your banking and tax position may be complex, and that you need an adviser who can explain Irish compliance requirements clearly without assuming you know how the Irish system works. What we provide for non-resident clients:

• Irish company formation incorporating the right structure from the outset
• Section 137 Bond coordination application, documentation and CRO submission managed by Forti
• Registered office and company secretarial services
• Revenue registration as tax agent, including where standard eRegistration is unavailable
• RBO filing initial registration and ongoing updates
• VAT registration and returns, including OSS where applicable
• Annual compliance accounts, CT1, B1
• Bookkeeping and management accounts cloud-based, accessible wherever you are
• Non-resident director payroll and DTA analysis
• Advisory support ongoing, commercially minded, plain-language

All services are fixed-fee. You know what you are paying before we start.

Book a Free Consultation

Setting up in Ireland as a non-resident founder is very achievable but it needs to be done properly. Forti works with founders from across the world to establish compliant, tax-efficient Irish structures from day one. Book a free 30-minute consultation with our team. We will review your situation, explain your options clearly, and give you a roadmap with no obligation and no jargon.

Frequently Asked Questions

Can a non-resident set up a company in Ireland?

Yes. Non-residents can incorporate and own an Irish company. At least one director must be ordinarily resident in the EEA, or the company must post a Section 137 Bond or obtain a Section 140 Certificate.

What is the Section 137 Bond?

A Section 137 Bond is an insurance bond that allows an Irish company with no EEA-resident director to operate legally. It must be effective from incorporation and is issued for a minimum two-year period. The bond value is €25,000 and is provided by an authorised surety.

What happens when the Section 137 Bond expires?

Before the bond term ends, the company must assess how it will continue to satisfy Section 137 by renewing or replacing the bond arrangement, having appointed an EEA-resident director, or potentially qualifying for a Section 140 Certificate by demonstrating a real and continuous link with economic activities in Ireland.

What is the Corporation Tax rate for Irish companies?

The trading Corporation Tax rate is 12.5%. Non-trading income is generally taxed at 25%. Tax residence, the nature of the income, and any applicable Double Taxation Agreements all affect the overall position.

Do I need an Irish bank account to run an Irish company?

You need a business bank account, but it does not have to be with a traditional Irish bank. Many non-resident-controlled Irish companies use Revolut Business, Wise or Airwallex.

What is the OSS threshold for Irish companies selling to EU customers?

Where an Irish company makes intra-Community distance sales of goods or certain cross-border TBE services to EU consumers exceeding €10,000 per year, VAT must be accounted for in each customer’s country or the company can register for OSS in Ireland and file all EU VAT centrally.

Does the new €3 customs duty affect my e-commerce business?

Yes, if you ship goods valued at €150 or less from outside the EU to EU consumers. From 1 July 2026, a flat interim customs duty of approximately €3 per tariff line applies to these consignments regardless of IOSS use, currently planned to remain in force until 1 July 2028.

Does Forti handle VAT registrations in other EU countries?

Forti does not carry out VAT or EORI registrations in non-Irish EU jurisdictions. Where required, we introduce clients to specialist third-party agents who quote and bill independently.

What is the RBO and when must I file?

The Register of Beneficial Ownership requires companies to register details of individuals who ultimately own or control more than 25% of the company. The initial filing must be made within five months of incorporation. For non-resident founders without an Irish PPS Number, identity is verified via the VIF process.