The importance of an Irish company secretary, tax residency and corporation tax

Company Secretary in the context of tax residency and incorporation

In this blog post, we will take a closer look at the important role of an Irish company secretary in relation to the tax residency of a company and the application of corporation tax and double taxation agreements (DTAs).

What is a company secretary?

A company secretary is a prescribed function within an Irish limited company under Irish company law. Every Irish company must appoint a company secretary throughout its existence. This role performs important statutory and administrative duties to ensure the company's compliance with relevant regulations such as the Companies Act 2014.

Duties of an Irish Company Secretary:

• Maintenance and updating of the Register of Beneficial Shareholders
• Monitoring the deadlines for submitting the annual financial statements and uploading the financial reports
• Notification of changes in the company structure or office address to the Companies Registration Office
• Recording the minutes of meetings, in particular the Annual General Meeting

Application for the foundation

In order to Limited liability company in Ireland, at least one of the directors must be resident within the European Union. But what if a potential director does not have a partner and lives outside the EU?

An Irish company secretary and a non-EU resident director are unfortunately not sufficient to meet the residency requirements for incorporating a Limited Company in Ireland. In this scenario, the director must either be resident in the EU or the company must post a guarantee of EUR 25,000 to meet the legal requirement.

Tax residency and corporation tax

The appointment of an Irish resident company secretary is not sufficient to establish the place of effective management and control in Ireland. Residency for tax purposes is primarily determined by the Place of management determined. Should the Company not as in Ireland resident, a higher corporation tax rate of 25 % can be applied instead of the advantageous rate of 12.5 %.

Double taxation agreements (DTAs)

The appointment of an Irish company secretary can help to demonstrate the required substance in Ireland in order to Advantages of the from Ireland double taxation agreements (DTAs) concluded with other countries, including EU countries.

The DTAs regulate in which country a company's income is taxed and how double taxation is avoided. Appropriate management and control in Ireland by a resident director can help a company to take advantage of the DTAs.

Conclusion

The appointment of a Irish Company A secretary alone is not sufficient to ensure the tax residency of a company in Ireland and the application of the preferential corporation tax rate of 12.5 %. It is essential that at least one director is resident within the EU or that an appropriate guarantee is lodged in order to meet the legal requirements and benefit from the tax advantages and double taxation treaties.