Irish Company Law

Irish company law is very similar to UK company law. It was modernised in 2014. The legislation has many parallels with the corresponding UK legislation, which was modernised in 2006. Similarities between Irish and UK legislation were also driven by EU legislation

The Companies Registration Office (CRO) based in Dublin corresponds with Companies House in the UK. Almost all filings are now undertaken online.

An Irish company requires at least one director although two or more directors are more common. It may have as few as one shareholder which may be the group holding company, or other entity in accordance with the desired structure.

As in the UK, when there is a single member, a special single-member regime kicks in reflecting the fact that meetings et cetera are no longer required and that key decisions can simply be made by resolution et cetera

The principles of Irish company law are explained in detail in the author’s Irish Legal Guide on companies.

A Real and Continuous Link

The company must have the required connection with an economic activity in the Republic of Ireland. In the absence of this connection, an EEA resident director or bond is required. Residence implies 183 days’ presence in the year or 280 days over two years with at least 30 days in both years. Evidence of the real and continuous link to economic activities in the State must be furnished.

The matter must be proved to the Companies Registration Office. In the first instance, the Revenue Commissioners may confirm the connection of the company with the State through a trading activity.

A real and continuous link with an economic activity being carried on in the state exists where

• the affairs of the company are managed by one or more persons from a place of business established in the State and that person or those persons is or are authorised by the company to act on its behalf
• the company carries on a trade in the State
• the company is a subsidiary or holding company of a company or other corporate which complies with either or both of the above conditions
• Certain other group companies

In some sectors, such as financial services, the Central Bank’s requirements require one or more Irish resident directors, regardless of the fact that there is a continuous link with an economic activity carried on in the State as above.