With all the talk of the likely exit from the EU on 31st October, many small and medium sized UK businesses are considering cost efficient and quick ways of preparing for Brexit. If your business is not currently offering services, exporting or importing from the EU, you may wonder whether you need to do anything at all. If you are considering growing your business outside of the UK or already do adhoc services or sell products to the EU, be it through a Marketplace or on an opportunistic basis, you may want to think about having a presence in the EU.
You may have heard of some business owners having a presence in Ireland. The evident advantage of setting up in Dublin is that we share a common language, it is not as expensive as other countries in the EU and it is easily accessible. If an agreement is struck between the EU and UK on frictionless trade between Ireland and Northern Ireland; this too will be very appealing to businesses who are looking to sell product into the EU or who source product from the EU. You may be a start-up of SME offering professional services. Ireland offers many opportunities to deliver business services and there are many professionals, such as accountants, lawyers, human resources, IT contractors etc who commute regularly as there is a healthy demand for such services.
So how easy is it to set up a base in Ireland without breaking the bank?
To set up an Irish Corporation you need to consider the following:
- Structuring your new business: Do you want it to be a subsidiary of your current business, or call it something new and treat it as a separate business with its own profit and loss/ financial arrangements?
- Company Name: Once you have identified how you want to structure your Irish business; what business/financial arrangement you want, a Name Check is required to determine its availability via the Irish Companies Registration Office.
- Constitution: The Companies Act 2014 introduced a Constitution for Private Limited Companies (LTD) which replaced the Memorandum and Articles of Association. The Constitution allows LTD’s to trade in any legal business they desire. However, your Irish company will still need to select a ‘NACE’ code prior to incorporation.
- Company type: For example a Company limited by Shares (Ltd); a Limited Liability Partnership (LLP), Societas Europea Company (SE), etc.
Nominate at least one Director. Irish-Resident Directors may use their home address as the registered office of their company if they wish or can opt to have their personal address private by engaging a registered office service.
- Ideally have aCompany Secretary that is not the same person acting as Director
- Authorised Issued and Share Capital: Have a clear idea of how you want to apportion the Company’s shares i.e. a share strategy
- Have at least one Shareholder
In preparation for incorporation you also need to:
Identify where you want your business to be Registered. This can be actual business premises if you are looking to lease or rent space or you can identify online companies who offer Registered Office Addresses. The Registered Office is the official address of your company and must be located in the Republic of Ireland. Most official correspondence will be posted to this address. The trading address of the Company may be different from its registered office.
A company’s registered office address will be visible on the public record.
If you are looking to have a virtual setup, again you can use the Company Formation and Compliance online service companies to host you; giving you authority to use their Business Address; which is legal. Alternatively, you can opt for Serviced Offices. Serviced offices can provide you with a Registered address and Business address as part of a package including mail forwarding, hot desking, shared offices or your own office space, on a rolling contract basis with no long-term lease obligations. This service is ideal when your office set up is virtual, for example run from the UK and you therefore do not have a physical presence. It also assists you in keeping Director’ and shareholders residential address details private.
You should also give serious consideration as to the appointment of accountancy, legal and human resources firms be it you use UK firms that conduct business in Ireland or appoint local Irish firms who are experienced at dealing with the UK. Also, you need to set up banking arrangements to handle the Euro and also be mindful of employment law variances between the UK and Ireland when looking to appoint local employees.