Those who are interested in opening a company in Irelandcan register a business following the standard registration procedure, or they can opt to purchase a ready-made company. The term “ready-made company” is the same with shelf company, another way to refer to this type of business. As a general rule, this type of company is usually incorporated as a limited liability company, because this represents the most common way to start a business in Ireland.
These types of companies are dormant and are not involved in trading activities which is why they have no liability. However, in order to make the purchase, company due diligence is advised and our experts in company formation in Ireland will provide this type of service. The main reason foreign investors purchase shelf companiesin Ireland is the required registration number that is allocated to a company upon incorporation and that will help them start their business activities right away.
Legal entities available for
Private and public limited liability company
Time required for purchasing
A few days, depending on the availability
of the desired structure
Types of features it includes (corporate bank account, VAT number, etc)
Trading name, company bank account, statutory documents, company director, VAT and tax numbers
The advantages of a shelf company
Easy acquisition, VAT number and bank account, multiple uses
Appointing new directors (yes/no)
YES, company director can be replaced
Capital increase allowed (yes/no)
Certificate of no commercial activities (yes/no)
Modify the objects of activity of the shelf company in Ireland (yes/no)
YES, specific business licenses may be required
Participants in the purchase procedure
The buyer or appointed representative
and the seller
The cost of buying a shelf company in Ireland
The cost depends on the age of the company, legal structure, and share capital
for the purchase
Taxes applied to a
shelf company in Ireland
12.5 % corporate tax
Changing the registered address (yes/no)
YES, it is recommended to change the address
of the company
Aged shelf company available (yes/no)
YES, old companies can be bought
The institution where corporate changes are registered
Irish Companies Register Office
The shelf company in Ireland - characteristics
Shelf companies are businesses registered and kept inactive with the purpose of selling them to those interested in skipping the company incorporation procedure in Ireland. Apart from this, a ready-made company has other benefits and is a great choice for investors who want to start their activities as soon as possible. Here are the main aspects to consider when buying an aged company in Ireland:
its statutory documents are all drafted up and only need to be amended;
it will have a trading name which can be changed very easy with the Companies Registration Office;
the company will also have a tax identification number, however, it may not have a VAT number;
it will have a registered address which is one of its greatest advantages;
the company may also have a history which can be used for integration in another business
Buying a shelf company in Ireland is not complicated as the procedure can be completed by signing a few documents followed by the actual transfer of ownership. Following that, the buyer can make the necessary amendments and then start operating.
If you want to acquire such a business, you can request the assistance of our local advisors.
You can follow the video below created by ourIrish company formationspecialists if you want to see the main steps for buying a ready-made company in Ireland:
What are the advantages of Irish shelf companies?
One of the main reasons for selecting a shelf company in Ireland is that, through this option, the investors can start their business operations in a fast manner, as the purchase formalities can be completed in only few days. Investors will be able to set up their corporate bank account right away and even buy assets.
Another advantage offered by the shelf company is that the investors will benefit from an increased credibility on the local market, given by the age of the company. Investors must know that the shelf company can be purchased by any type of businessman and that it can be suitable for any business sector.
Since the Irish shelf company is generally set up as a limited liability company, the investors can also enjoy the tax benefits available for this business form, as limited liability companies can be taxed with lower corporate taxes and they can also obtain various incentives;our team of consultants in Irish company formation can assist with advice on the taxes applicable to limited liability companies and can also provide information on the overall costs of purchasing a ready-made company. They can also help you in the VAT registration process in Ireland. The basic advantages of a shelf company are presented below:
•a suitable way to enter the Irish business market for foreign investors who are not familiarized with the incorporation procedure and the local laws;
•it represents a suitable way of starting a business in the case in which the investors plan to obtain funding from a local bank;
•the purchase procedure can be completed in a period of 1-2 days, as opposed to starting a new company (which generally lasts approximately 10 days);
•it can help in having a more reliable business image in front of business partners, clients and financing institutions;
•it can be of help in the case in which the investors want to participate in various contracts, as the age of the company can be a criterion for the applicant companies.
What are the main business forms for Irish shelf companies?
Companies that are available for purchase in Ireland are incorporated as limited liability companies. Most of the shelf companies are, as mentioned above, incorporated as private limited liability companies; however, shelf companies in Ireland are also available as public limited companies. The reasons why the private limited company is the most preferred option are given by its attractive characteristics – no minimum share capital requirements and no residency requirements for the company’s directors (however, they have to be citizens of the European Economic Area).
The public limited company, on the other hand, requires a minimum share capital of EUR 38,092, and a quarter of this sum has to be deposited during the incorporation of the company. In order to start this type of company, it is necessary to have at least seven shareholders, while the limited liability company (LLC) can operate with a single shareholder.
Why choose a LLC for an Irish shelf company?
Besides the above mentioned advantages, the LLC is the most suitable way to open a company in Ireland due to the fact that its shareholders are protected against the company’s liabilities. The LLC in Ireland can be registered with 100% foreign ownership. More importantly, this structure is taxed with a corporate tax rate of only 12,5%, which is the lowest corporate tax rate applicable in the EU member states.
As a general rule, the LLC is required to appoint an annual general meeting, but in the case in which the company has only one founder, this requirement is no longer applicable. LLCs can benefit from tax exemptions and tax reliefs. For example, when starting a business activity that was not previously developed here, the company can obtain a full tax relief on the corporate tax for a period of three years.
However, this depends on the charged amount, and the number of employees the company has. Companies can also benefit from an exemption on the payment of the withholding tax applicable to distributed dividends, and may obtain tax reliefs for investments in the field of research and development.
What are the procedures for purchasing an Irish shelf company?
In the case of a shelf company in Ireland registered as a private limited liability company, the investors will have to appoint minimum one director; the company can have a single shareholder. The main legal procedure involved in purchasing a ready-made company in Ireland refers to the share transfer, which will change the ownership of the company. The advantage of the procedure is that it takes much less time compared to when starting the procedure of company formation in Ireland.
As a new owner of the shelf company, its new shareholder will have the right to modify the company’s trading name, to appoint new directors, a company secretary and change the company’s registered office. In order to become the owner of a shelf company, the ownership transfer documents have to be signed, which will then be followed by the documents that must be signed by the new directors. If the company will modify its object of activity and will carry out import-export operations, it will need to obtain an Irish EORI number.
Provided that the company’s shareholder wants to change the company’s trading name, this issue can be addressed in the same day. Our team of consultants in company registration in Ireland can assist investors in this procedure through the power of attorney. Investors can purchase an Irish shelf company that was incorporated recently, but they can also request an older shelf company (that has been dormant over the years), incorporated with the local authorities a decade ago, for example.
The sale-purchase contract for a shelf company
The document that needs to be drafted and signed by the seller and the buyer of a shelf company in Ireland is the sale-purchase agreement which can be drafted as soon as the entrepreneur decides on the company he or she wants to acquire. It is possible for the contract to be written as a share transfer agreement, so the acquisition of the company is even simpler.
If you want to set up a company in Ireland and decide on a ready-made company, we can also provide due diligence services through which you can verify the entity about to purchase.
Due diligence when buying an Irish shelf company
Even if the companies offered for sale as shelf entities have had no activities, due diligence verifications can be made in order to know if the selected business is a good option, considering the variety of such companies is quite large.
Foreign investors can purchase several types of businesses which is why knowing the exact form that suits his or her activities is a good idea. Our Irish company formation agents can offer full support in choosing the appropriate business form to conduct operations in of the most prolific countries of the European Union.
Making changes in an Irish ready-made company
Even if not all the changes are mandatory, most businesspersons choosing to acquire such entities decide to make all the changes they can in order to make sure the companies respect their requirements.
The first and most important change refers to the shareholding structure and the management of the company. These amendments must be written in the Articles of Association and also notified with the Trade Register.
Following that, other changes can also be made, among which the legal address (if desired), the trading name (a verification of the selected name must be made in order to ensure its uniqueness). Share capital increases are also common when buying a shelf company in Ireland.
We advise clients to make all the desired changes at once in order to have the company up and running in the shortest time possible.
Our company registration consultants in Ireland can help you register these amendments with the Trade Register.
What to consider when buying an aged company in Ireland
The acquisition of a shelf company in Ireland is quite simple, however, after the purchase is completed, the new owner must also consider obtaining a VAT number and various licenses in accordance with the activities to complete.
Even if it is considered a ready-made business, it still needs to undergo various operations before it is fully functional and able to operate. So, while gaining time by skipping the company incorporation procedure, the shelf enterprise must still go through specific licensing steps which can take time.
Why invest in Ireland
Ireland remains one of the most appealing business destinations in the European Union, especially after Brexit when foreign investors were looking for alternatives. According to Enterprise Ireland:
- the country ranks 1st at a global level in terms of attracting young and talented workforce;
- at the level of 2020, Ireland was home to more than 1,600 foreign companies;
- the total number of employees of these companies was above 250,000.
If you want to buy a shelf company in Ireland and do business in one of the most attractive EU states, our local agents are at your service for guidance in acquiring one.
However, these modifications have to be notified to the Irish Trade Register, which maintains up-to-date information on any company registered in Ireland. Investors are invited to contact our team of specialists in company formation in Ireland for complete information regarding the purchase of a ready-made company.
Paul Sheridan is one of our company formation specialists. He can help you establish your company in Ireland fast and easy.
Call us now at +353 1 254 6150to set up an appointment with our lawyers in Dublin, Ireland. Alternatively you can incorporate your company without traveling to Ireland. All our clients beneficiate from the joint expertize of local lawyers and international consultants.
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