Someone asks how to start or register a business in Ireland: choosing between sole trader, partnership, LTD, DAC, CLG or PLC; forming a company under the Companies Act 2014 (directors, secretary, the EEA-resident director rule and its bond and section 140 alternatives, constitution); registering…
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| Vehicle | Separate legal person? | Owner's liability | Tax on profits | Main uses |
|---|---|---|---|---|
| Sole trader | No | Unlimited | Income tax, USC and PRSI on profits, via Form 11 | One owner, low risk, profits mostly drawn |
| Partnership (Partnership Act 1890) | No | Unlimited, joint and several | Each partner taxed on their share; the partnership registers on TR1 | Two or more people in business together, professional firms |
| Limited partnership (Limited Partnerships Act 1907) | No | General partner unlimited; limited partners up to their contribution | As a partnership | Mostly investment structures (refer) |
| LTD: private company limited by shares (Part 2, Companies Act 2014) | Yes | Limited to unpaid share capital | Corporation Tax; owners taxed when paid salary or dividends | The default company for owner-managed businesses |
| DAC: designated activity company (Part 16) | Yes | Limited (by shares, or by guarantee with a share capital) | Corporation Tax | Where an objects clause is needed: joint ventures, special purpose vehicles, some regulated firms |
| CLG: company limited by guarantee (Part 18) | Yes | Limited to the guarantee | Corporation Tax unless an exemption (such as charitable status) applies | Non-profits, clubs, charities, owners' management companies |
| PLC: public limited company (Part 17) | Yes | Limited to unpaid share capital | Corporation Tax | Offering shares to the public, listing |
| Unlimited company (Part 20) | Yes | Unlimited | Corporation Tax | Specialist uses (refer) |
This Guide is for someone starting a business in the Republic of Ireland, or an adviser helping them. It covers choosing the vehicle (sole trader, partnership, limited partnership, LTD, DAC, CLG, PLC, unlimited company), forming a company under the Companies Act 2014, directors and secretary, the EEA-resident director rule, the constitution, beneficial ownership (RBO) filing, registering with Revenue (Form TR1 / TR2, eRegistration on ROS), and the first compliance dates.
Figures are for tax year 2026 (calendar year 2026 for income tax, USC and VAT thresholds; accounting periods in 2026 for Corporation Tax). A short dated section near the end covers returns being filed now for 2025.
What this Guide does not cover, with where to go instead:
Sources. The law is the Companies Act 2014 (section links below), the Taxes Consolidation Act 1997, the VAT Consolidation Act 2010, the Registration of Business Names Act 1963 and the beneficial ownership regulations (S.I. No. 110 of 2019). Statute links are to the enacted text on the Irish Statute Book; later amendments must be checked in the Law Reform Commission's Revised Acts. Revenue's guidance is on revenue.ie.
What to check on the CRO and RBO sites. The Companies Registration Office (CRO, portal "CORE") and the RBO portal are not sources this Guide could verify. CRO and RBO filing fees, processing times, the CORE screens, name-approval practice, and the identity rules for directors without a PPS number (the PPSN / VIN process) are marked check: confirm them on the CRO and RBO websites before quoting them to a client.
| Vehicle | Separate legal person? | Owner's liability | Tax on profits | Main uses |
|---|---|---|---|---|
| Sole trader | No | Unlimited | Income tax, USC and PRSI on profits, via Form 11 | One owner, low risk, profits mostly drawn |
| Partnership (Partnership Act 1890) | No | Unlimited, joint and several | Each partner taxed on their share; the partnership registers on TR1 | Two or more people in business together, professional firms |
| Limited partnership (Limited Partnerships Act 1907) | No | General partner unlimited; limited partners up to their contribution | As a partnership | Mostly investment structures (refer) |
| LTD: private company limited by shares (Part 2, Companies Act 2014) | Yes | Limited to unpaid share capital | Corporation Tax; owners taxed when paid salary or dividends | The default company for owner-managed businesses |
| DAC: designated activity company (Part 16) | Yes | Limited (by shares, or by guarantee with a share capital) | Corporation Tax | Where an objects clause is needed: joint ventures, special purpose vehicles, some regulated firms |
| CLG: company limited by guarantee (Part 18) | Yes | Limited to the guarantee | Corporation Tax unless an exemption (such as charitable status) applies | Non-profits, clubs, charities, owners' management companies |
| PLC: public limited company (Part 17) | Yes | Limited to unpaid share capital | Corporation Tax | Offering shares to the public, listing |
| Unlimited company (Part 20) | Yes | Unlimited | Corporation Tax | Specialist uses (refer) |
At least one director must be resident in an EEA state (the EU plus Iceland, Liechtenstein and Norway; the UK is not in the EEA). Alternate directors do not count. There are two ways out:
Breaking the rule is a category 4 offence for the company and every officer in default.
A Tax Reference Number is not issued automatically on incorporation. You must register with Revenue when you become a sole trader, set up a partnership or trust, or start a new company.
| Who | How | Taxes the form covers |
|---|---|---|
| Sole trader (Revenue) | Needs a PPSN first; the PPSN becomes the TRN once registered. Register on ROS (eRegistration) or, if a PAYE employee, for Income Tax on myAccount. Non-residents who cannot register online use Form TR1 (FT) | Income Tax, employer PAYE, VAT, RCT (and CGT on TR1 (FT)) |
| Partnership or trust (Revenue) | Tax agent registers online through ROS; otherwise Form TR1 (non-resident: TR1 (FT)) | Income Tax, employer PAYE, VAT, RCT |
| New company (Revenue) | Needs a CRO number first. A tax agent must register it online through ROS; a company without an agent submits Form TR2 (foreign company: TR2 (FT)) | Corporation Tax, employer PAYE, VAT, RCT |
| Item | 2026 | Condition |
|---|---|---|
| Trading income | 12.5% | Profits of a trade carried on by the company |
| Non-trading income and excepted trades | 25% | Rental and investment income; income of an "excepted trade" as defined in the Taxes Consolidation Act |
| Accounting period | at most 12 months | A longer set of accounts is split into two CT periods |
| Item | 2026 | 2025 |
|---|---|---|
| Standard rate band, single person without qualifying children | €44,000 @ 20%, balance @ 40% | €44,000 @ 20%, balance @ 40% |
| Single Person tax credit | €2,000 | €2,000 |
| Employee (PAYE) tax credit | €2,000 | €2,000 |
| Earned Income Tax Credit (maximum) | €2,000 | €2,000 |
The Earned Income Credit is for self-employed earned income and for pay earned by proprietary directors, who cannot get the Employee Tax Credit on that pay. It is the lower of €2,000 or 20% of qualifying earned income, and where someone has both kinds of income the two credits together cannot exceed the Employee Tax Credit maximum (Revenue: Earned Income Credit).
| Band | 2026 rate |
|---|---|
| First €12,012 | 0.5% |
| Next €16,688 | 2% |
| Next €41,344 | 3% |
| Balance | 8% |
A USC surcharge of 3% applies if non-PAYE income is more than €100,000 a year, so self-employed income above that level bears 11% (Revenue: other rates of USC). Reduced USC rates for some people are not covered here.
PRSI: self-employed people pay Class S PRSI and most employees Class A; the class for a director who owns the company depends on the shareholding (check with the Department of Social Protection). Rates have been rising each October; take the rate in force (check).
Registration is obligatory when annual turnover (calendar year, excluding VAT) exceeds the threshold. Below the threshold a business may elect to register.
| Supplies | Threshold |
|---|---|
| Services only | €42,500 |
| Goods at the reduced or standard rate that the business made from zero-rated materials | €42,500 |
| Goods and services, where 90% or more of turnover is from goods (other than the above) | €85,000 |
| Goods | €85,000 |
| Distance sales of goods and cross-border telecoms, broadcasting and electronic services to other EU consumers (EU-wide total; supplier established only in Ireland) | €10,000 |
| Acquisitions of goods from other EU Member States | €41,000 |
A business not established in Ireland that supplies taxable goods or services to taxable customers in Ireland must register whatever its turnover, unless it uses the VAT SME Scheme. Occasional disposals of business assets are left out of annual turnover. Details and returns: ireland-vat-return.
| Rule | Figure | Section |
|---|---|---|
| Bond instead of an EEA-resident director | €25,000 | s.137 |
| PLC authorised minimum share capital | €25,000 | s.1000 |
| PLC shares paid up at allotment | at least one-quarter of nominal value plus all premium | s.1026 |
| RBO fine on indictment | up to €500,000 | S.I. No. 110 of 2019, reg. 28 |
| CRO incorporation, business name and late annual return fees | check on the CRO site | CRO fee regulations |
| Situation | Rule | What to do |
|---|---|---|
| Sole director wants to be secretary too | Not allowed where the company has only one director (s.129(6)) | Appoint a second person as secretary, or a second director who can also be secretary |
| No director lives in the EEA | s.137 applies unless a bond or a s.140 certificate is in force | Bond (€25,000), a s.140 certificate backed by a Revenue statement, or appoint a genuine EEA-resident director. Never a nominee with no real role |
| UK-resident director only | The UK is not an EEA state | Same as above |
| Wants an objects clause | An LTD has unlimited capacity (s.38) | Form a DAC |
| DAC, CLG or PLC with one director | At least two directors required | Appoint a second director |
| More than 149 members in an LTD or DAC | Registration above the limit is void (s.17(7)) | Leave out employee members when counting; otherwise a PLC or other form |
| Trading under a name other than the true name | Business name must be registered within one month of adopting it | File RBN1 / RBN1A / RBN1B with the CRO |
| Company with no Irish-resident directors | Cannot use eRegistration unless through an agent | Agent registers on ROS, or paper TR2 / TR2 (FT) |
| Company pays only its directors | Must still register as an employer and operate PAYE | Register before the first payment |
| Turnover exactly at a VAT threshold | Obligation arises only when turnover exceeds the threshold | Monitor the calendar-year total; may elect to register earlier |
| Non-established business selling to Irish taxable customers | No threshold | Register for VAT from the first supply, unless in the VAT SME Scheme |
| CLG wanting charity tax exemption | Incorporation does not give charitable status | Register with the Charities Regulator, then apply to Revenue |
| Incorporated in Ireland but run from abroad | Resident here from incorporation (on or after 1 January 2015) unless a treaty says otherwise | Do not structure around residence; refer if a treaty tie-breaker is relied on |
| Company formed with no activity in the State | The s.24 declaration must state that a purpose is carrying on an activity in the State | Refer |
Aoife lives in Dublin, is single with no children, and expects revenue of €120,000 and expenses of €25,000 in 2026, so taxable profit of €95,000. She sells services to Irish and EU businesses.
Income tax 2026 (Revenue: tax rates, bands and reliefs):
USC 2026 (Revenue: USC rates):
Class S PRSI is due on top at the rate in force (check). VAT: her services turnover will exceed €42,500, so she must register for VAT (Revenue: VAT thresholds). Registration: eRegistration on ROS for Income Tax and VAT; a business name only if she trades under a name other than her own.
Same business through Aoife Dev Studio Limited. Aoife is the sole director and sole shareholder; her brother is the secretary (s.129(6)). She is EEA resident, so no bond is needed. The company pays her a salary of €60,000 and has profit after the salary of €35,000 (€120,000 less €25,000 less €60,000), all trading income.
Comparing the two: the company route defers tax on the profit left in the company, but that profit is taxed again when paid out, the surcharge can apply, and running a company costs more (accounts, annual return, payroll). If Aoife needs to draw nearly all the profit, the saving is small or negative. Record the assumption.
Two US-resident founders want an Irish LTD to sell software into the EU. Neither is EEA resident, so s.137 bites. Options: a €25,000 bond in the prescribed form (s.137); a s.140 certificate if the company will be managed from a place of business in Ireland or carry on a trade here, supported by a Revenue statement dated within 2 months of the application; or a genuine EEA-resident director. As the company has no Irish-resident directors it cannot use eRegistration itself; an agent registers it on ROS or it files a paper TR2 (Revenue: eRegistration). The directors' Irish pay is subject to PAYE. Their immigration position and US tax treatment are out of scope: refer. Identity requirements for directors without a PPS number: check with the CRO.
A new consultancy expects services turnover of €40,000 in 2026. Registration is not obligatory because turnover does not exceed €42,500, but it may elect to register (for example to recover VAT on start-up costs, or because its customers are VAT-registered businesses). Once turnover exceeds €42,500 it must register (Revenue: VAT thresholds). The timing and mechanics are in ireland-vat-return.
Company, every year
Sole trader or partner
Dated: returns being filed now for 2025
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