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Register an Irish company with nominee director and shareholder

  • Expert Nominee Services: Access professional nominee director and shareholder services tailored to meet regulatory requirements and protect your privacy.
  • Streamlined Incorporation Process: Simplify company registration with our comprehensive support, ensuring compliance with Irish laws and regulations.
  • Enhanced Privacy and Compliance: Maintain confidentiality and meet legal obligations by utilizing our nominee services for directors and shareholders.
  • Customized Corporate Solutions: Benefit from personalized solutions that cater to your specific business needs, enhancing flexibility and operational efficiency.
  • Professional Guidance: Receive expert guidance throughout the registration process, ensuring a smooth start for your business venture in Ireland.
Register an Irish company with nominee director and shareholder
Register an Irish company with nominee director and shareholder

Register an Irish company with nominee director and shareholder

Registering an Irish company with a nominee director and shareholder can be advantageous for individuals who wish to maintain privacy or fulfil certain legal requirements without being directly involved in the company’s day-to-day operations. Here is a detailed guide on how to proceed with this type of company registration.

Registering a company in Ireland with nominee directors and shareholders can be straightforward if you follow the proper steps. This approach offers privacy and protection while allowing you to take advantage of Ireland’s favourable business environment.

Ready to start your Irish company? Follow these steps and enjoy the benefits of doing business in Ireland.

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How to Register an Irish Company with Nominee Director and Shareholder

Registering an Irish company with a nominee director and shareholder can be advantageous for individuals who wish to maintain privacy or fulfil certain legal requirements without being directly involved in the company’s day-to-day operations. Here is a detailed guide on how to proceed with this type of company registration:

Steps for Registration

  1. Choose Your Company Type: Decide which type of company structure (e.g., LTD, DAC, PLC, etc.) best suits your business needs.
  2. Prepare Required Documents: Gather all necessary documents, including your company’s constitution, details of directors, shareholders, and the physical office address in Ireland.
  3. Appoint Nominee Director and Shareholder: Select a reputable third party to act as your nominee director and shareholder. Ensure that the nominee understands and agrees to fulfil their responsibilities.
  4. Register with the CRO: Submit the company’s details along with the appointment of the nominee director and shareholder to the Companies Registration Office (CRO). This includes filing Form A1 and the company’s constitution.
  5. Obtain a Company Seal: Once the registration is complete, obtain a corporate seal for your company, which is necessary for executing official documents.
  6. Register for Taxes: Ensure your company is registered for relevant taxes such as VAT, corporation tax, and any other applicable taxes with the Revenue Commissioners.
  7. Open a Bank Account: Open a corporate bank account in Ireland to manage your company’s financial transactions.

Responsibilities, Benefits, Considerations and Compliance

For further assistance with registering an Irish company with nominee director and shareholder services, TAS Consulting provides expert guidance and comprehensive support tailored to your specific needs. Contact us today to get started.

  • Responsibilities
  • Benefits
  • Considerations
  • Compliance

Responsibilities of Nominee Director and Shareholder

  • Nominee Director: A nominee director is officially listed as a director of the company but does not participate in the actual management or decision-making processes. Their role primarily entails fulfilling statutory requirements, such as attending board meetings and signing documents.
  • Nominee Shareholder: A nominee shareholder holds shares on behalf of the beneficial owner. The nominee’s name appears in public records, thereby protecting the confidentiality of the actual shareholder.

Legal and Compliance Requirements

  • Written Agreements: Draft clear and comprehensive nominee agreements to outline the duties, responsibilities, and limitations of the nominee director and shareholder. This ensures that the beneficial owner retains control over important decisions.
  • Power of Attorney: Provide the nominee with a power of attorney granting them the authority to act on behalf of the beneficial owner in specific situations.
  • Statutory Registers: Maintain accurate statutory registers, indicating the nominee’s involvement and the identity of the beneficial owner behind the scenes.

Benefits of Using Nominee Services

Nominee services can provide significant advantages for individuals and companies looking to protect their privacy, maintain confidentiality, and comply with legal requirements without the need for direct public exposure. Here are some detailed benefits of using nominee services:

  • Privacy and Anonymity: Using nominee services allows the actual owners of a company to remain anonymous in public records. This can be particularly beneficial in jurisdictions where company ownership information is publicly accessible, as it helps protect the identity of the owners and reduces the risk of personal data exposure.
  • Confidentiality: Nominee services ensure that sensitive information about the company’s beneficial owners is kept confidential. This is essential for protecting proprietary business information and safeguarding against corporate espionage or unwanted attention.
  • Compliance with Legal Requirements: In some jurisdictions, companies are required to disclose the identities of their directors and shareholders. Nominee services can help fulfill these legal obligations while maintaining the privacy of the actual owners, thus ensuring compliance without compromising confidentiality.
  • Facilitating International Business: For individuals and companies operating on a global scale, nominee services can simplify the process of establishing and managing businesses in multiple jurisdictions. Nominees can act on behalf of the actual owners, handling local administrative and regulatory requirements.
  • Simplified Corporate Structure: Nominee directors and shareholders can provide a straightforward solution for businesses that require a formal corporate structure without the complexity of having all beneficial owners directly involved in day-to-day operations. This can streamline decision-making and improve operational efficiency.
  • Asset Protection: By using nominee services, beneficial owners can protect their assets from legal claims or liabilities that may arise in their personal capacity. Nominees act as a buffer, insulating the real owners from potential legal risks associated with company operations.
  • Ease of Management: Nominee services can manage company documentation, filings, and regulatory compliance, allowing the actual owners to focus on strategic business activities rather than administrative tasks. This can significantly reduce the burden on business owners and streamline company management.
  • Business Continuity: In cases where the beneficial owner cannot be actively involved in the company’s operations due to health, travel, or other reasons, nominee services ensure the continuity of business activities. Nominees can make decisions, sign documents, and fulfil legal obligations on behalf of the owners.

Using nominee services provides a strategic advantage for managing and protecting business interests effectively, offering a level of privacy and operational efficiency that would otherwise be difficult to achieve. However, it’s essential to select reputable nominee service providers to ensure compliance with legal standards and trustworthiness.

  • Privacy: Maintain the confidentiality of the actual owners and stakeholders.
  • Professionalism: Enhance the company’s professional image with experienced nominees.
  • Compliance: Ensure compliance with Irish laws and regulations, especially the requirement for an Irish or EEA-resident director.

Important Considerations

When utilizing nominee services, there are several important factors to keep in mind to ensure that you are fully informed and compliant:

  • Legal Implications: Understand the legal ramifications of using nominee services in your jurisdiction. While nominees can help protect your privacy, they must not be used to engage in fraudulent or illegal activities. Ensure any arrangements comply with local and international laws.
  • Reputation of Service Providers: Choose reputable and experienced service providers. The legitimacy and professionalism of the nominee can greatly affect your company’s reputation and operations. Conduct thorough background checks and seek recommendations before making a decision.
  • Role and Responsibilities: Clearly define the roles and responsibilities of the nominee. This includes understanding the extent of their involvement in decision-making processes, their authority to sign documents, and their obligations under the agreement. Clarity in these areas helps prevent misunderstandings and legal disputes.
  • Transparency and Trust: Maintain a transparent relationship with your nominee service provider. Trust is crucial, as the nominee will have significant power and access to sensitive information. Regular communication and clear agreements can help establish a reliable partnership.
  • Costs: Be aware of the costs associated with using nominee services. Fees can vary significantly based on the services provided, the jurisdiction, and the reputation of the service provider. Consider these expenses in your business budget and ensure they are justified by the benefits received.
  • Compliance Monitoring: Regularly monitor and review compliance with legal requirements. Just because a nominee is being used doesn’t exempt the beneficial owner from ensuring that the company adheres to all relevant laws and regulations.
  • Exit Strategy: Have a clear exit strategy in place in case you need to terminate the nomination arrangement. This should include the procedure for transferring responsibilities, settling accounts, and ensuring the continuity of the business without disruption.

By carefully considering these factors, businesses and individuals can effectively leverage nominee services to protect their interests while maintaining regulatory compliance and operational transparency. It’s essential to approach this arrangement with due diligence and an informed perspective.

  • Legal Agreements: Ensure all nominee arrangements are backed by comprehensive legal agreements to define roles and responsibilities clearly.
  • Trust: Engage reputable service providers for nominee services to avoid potential risks.
  • Tax Obligations: Understand the tax implications and obligations associated with having nominee directors and shareholders.

Registering an Irish company with nominee directors and shareholders can offer significant benefits in terms of privacy and compliance. By following the steps outlined above and seeking professional advice where necessary, you can successfully establish your company in Ireland with confidence. For personalized guidance, reach out to our experts who are ready to assist you through every phase of the company formation process.

Registering a company in Ireland comes with various benefits, including a favourable tax regime, access to the European market, and a robust legal framework. For those looking to maintain privacy, using nominee directors and shareholders can be an ideal solution.

Maintain Compliance

Maintaining compliance is crucial to the sustainability and legal standing of your business. It involves adhering to a range of regulatory requirements and industry standards. Here are key areas to focus on:

  1. Corporate Governance:
    • Regularly hold and document board meetings to discuss and make decisions on critical business matters.
    • Ensure your company has a robust corporate governance framework that outlines the roles and responsibilities of directors and shareholders.
    1. Statutory Filings:
    • Submit annual returns to the Companies Registration Office (CRO) to keep your company’s information up to date.
    • File annual financial statements that accurately reflect your business’s financial performance and position.
    1. Employment Law Compliance:
    • Adhere to employment laws regarding contracts, wages, working conditions, and employee rights.
    • Implement policies for handling grievances, disciplinary actions, and workplace safety to comply with the Health and Safety Authority (HSA) regulations.
    1. Data Protection and Privacy:
    • Comply with data protection laws such as the General Data Protection Regulation (GDPR) to safeguard personal data.
    • Implement data security measures and conduct regular audits to protect against data breaches.
    1. Environmental Regulations:
    • Ensure your business operations meet environmental regulations, including waste management, emissions, and resource usage.
    • Consider implementing sustainable practices to reduce your environmental impact.
    1. Industry-Specific Regulations:
    • Stay informed about regulations specific to your industry, such as health and safety standards in construction or quality control in food production.
    • Obtain necessary licenses and permits to legally operate within your industry.
    1. Ongoing Training and Education:
    • Provide continuous training for employees to ensure they are aware of compliance requirements and best practices.
    • Stay updated on changes in laws and regulations by attending relevant training sessions and seminars.
    Adhering to these compliance requirements helps protect your business from legal penalties and fosters a positive reputation among customers and stakeholders. Regular audits and reviews can ensure that compliance is maintained effectively.

Ensure ongoing compliance with Irish company law, including filing annual returns and maintaining proper financial records.

How to Register an Irish Company with Nominee Director and Shareholder

Registering an Irish company with a nominee director and shareholder can provide an added layer of privacy and professional representation. This process involves several crucial steps, each designed to ensure compliance with Irish regulations. Below, we provide a comprehensive guide to help you navigate this process smoothly.

  • Step 1
  • Step 2
  • Step 3
  • Step 4
  • Step 5
  • Step 6
  • Step 7

Choose a Company Name

Choosing a company name is a fundamental step in the registration process. Your company name must be unique and not too similar to any existing company names registered with the Companies Registration Office (CRO). It is advisable to conduct a thorough name check on the CRO’s website to ensure your chosen name is available. Additionally, consider the branding and marketability of the name to ensure it reflects your business’s mission and values. Once a suitable name is selected, you can reserve it with the CRO to secure your business identity before moving forward with the registration process.

  • Uniqueness: Ensure the company name is unique and not similar to existing company names.
  • Restrictions: Avoid using restricted words that may require special permissions.
  • Approval: Submit the name for approval through the Companies Registration Office (CRO).

Prepare the Required Documents

Before registering your company with nominee directors and shareholders, you will need to gather and prepare several key documents. These documents are essential for compliance and for the formal establishment of your company under Irish law.

  • Company Constitution: This document outlines the rules and regulations governing the operations of the company. It includes the company name, registered office, objects clause, and internal management structure.
  • Nominee Director Agreement: A contract outlining the responsibilities and limitations of the nominee director, ensuring they act in accordance with the shareholders’ directives while complying with legal requirements.
  • Nominee Shareholder Declaration of Trust: A legal document whereby the nominee shareholder acknowledges that they hold shares on behalf of the beneficial owner and agrees to act according to their instructions.
  • Identification and Proof of Address: Copies of valid identification (passport, driver’s license) and proof of address (utility bill, bank statement) for all directors, shareholders, and the beneficial owners.
  • Registered Office Address: An address in Ireland where official documents and correspondence will be sent. This can be a physical office or a registered virtual office service.
  • Incorporation Application Form: The completed application form (Form A1) which includes details such as the company name, registered office address, directors, secretary, and issued share capital.
  • Statement of Compliance: A declaration confirming that the company complies with the provisions of the Companies Act 2014.

Gathering these documents and ensuring their accuracy is critical, as any errors or omissions can delay the registration process. Consulting with a legal or corporate services provider can help streamline this stage and ensure all required documentation is in order.

  • Constitution: Draft a constitution for your company outlining its internal governance.
  • Directors and Secretary: Provide details of your nominee director, secretary, and shareholders.
  • Company Address: Specify a registered office address in Ireland.

Appoint Nominee Director and Shareholder

Appointing a nominee director and shareholder is a key step in the process of registering your company, particularly if privacy is a priority or if you require professional representation for legal or logistical reasons.

Nominee Director:

  • Role and Responsibilities: A nominee director is appointed to act on behalf of the company and perform duties according to the shareholders’ instructions. They do not have any real control over the company and act only in a fiduciary capacity. It’s crucial to maintain a nominee director agreement to define their role clearly and ensure compliance with Irish company law.
  • Selection Criteria: The nominee director should be well-versed in Irish business laws and regulations. They need to be trustworthy and reliable, as they will represent your company in all official matters.
  • Documentation: Alongside the nominee director agreement, identification documents and proof of address need to be submitted to the CRO. Additionally, a statement of consent from the nominee director acknowledging their appointment is required.

Nominee Shareholder:

  • Purpose: The nominee shareholder holds the shares of the company in trust for the actual owner, thus keeping the real ownership details private. This arrangement is particularly useful for individuals who wish to remain anonymous in the public records.
  • Trust Declaration: A nominee shareholder declaration of trust is necessary to formalize the arrangement. This document confirms that the nominee shareholder holds the shares on behalf of the beneficial owner and agrees to act only upon the beneficial owner’s instructions.
  • Confidentiality Assurances: Ensure that the nominee shareholder is bound by confidentiality agreements to protect the privacy of the beneficial owner.

Process of Appointment:

  1. Draft Agreements: Prepare the necessary legal agreements for both the nominee director and nominee shareholder.
  2. Collect Identification: Obtain the required identification and proof of address documents for the nominee director and shareholder.
  3. File with CRO: Submit the relevant documents and agreements to the Companies Registration Office along with the incorporation application (Form A1). Ensure that all information provided is accurate to avoid delays in the registration process.

By appointing a nominee director and shareholder, you enhance the privacy and professionalism of your company, allowing you to focus on your business goals while ensuring compliance with Irish regulatory requirements.

  • Nominee Director: A nominee director is appointed to fulfill the legal requirement of having an Irish or EEA-resident director.
  • Nominee Shareholder: A nominee shareholder holds shares on behalf of the beneficial owner, maintaining privacy.
  • Agreements: Formalize the nominee arrangements through legal agreements to ensure clarity and security.

File Incorporation Documents

Filing the incorporation documents is a critical step in formally registering your company with the Companies Registration Office (CRO) in Ireland. This process involves the submission of several key documents that provide detailed information about the company, its structure, and its management. Here are the main documents you will need to prepare and file:

  • Form A1: This is the incorporation application form that must be completed and submitted to the CRO. It includes important details such as the company name, registered office address, details of directors and secretary, and the intended principal activity of the company.
  • Company Constitution: A carefully drafted constitution that sets out the internal rules and regulations of the company. It should cover essential elements like the objects clause, share capital, and the rights of shareholders.
  • Statement of Compliance: This is a declaration made by a director or secretary of the company, confirming that all legal requirements relating to the incorporation have been complied with.
  • Identification and Proof of Address: Copies of valid identification (passport, driver’s license) and proof of address (utility bill, bank statement) for all directors, shareholders, and the beneficial owners must be included.
  • Declaration of Beneficial Ownership: A document required to disclose the individuals who ultimately own or control the company, ensuring transparency.
  • Registered Office Address: Proof of a registered office address in Ireland where official correspondence will be sent. This can be a physical office or a registered virtual office service.
  • Consent to Act as Director/Secretary: Signed statements from each director and the company secretary, agreeing to act in their respective capacities. These consents signify their willingness to undertake the roles and responsibilities.

Once these documents are gathered, they need to be meticulously reviewed for accuracy, as any errors or omissions can lead to delays or rejections. It’s advisable to seek assistance from legal advisors or corporate service providers to ensure that all documentation is in order before submission. After submitting the documents, the CRO will review the application, and upon approval, will issue a Certificate of Incorporation, marking the successful registration of your company.

  • Form A1: Complete and submit Form A1, which includes details about the company, its directors, and shareholders.
  • Supporting Documents: Attach the constitution and any other required documentation.
  • Submission: File the documents with the CRO online or via post.

Pay the Registration Fee

Paying the registration fee is a mandatory step in the process of incorporating your company in Ireland. The Companies Registration Office (CRO) requires this fee to process and register your new business entity. The amount of the fee can vary depending on the mode of submission and the type of company being registered. Here are some important details to consider:

  • Fee Amount: As of the latest updates, the standard registration fee for submitting incorporation documents directly to the CRO is €50 when filed online through CORE (Companies Online Registration Environment). For paper filings, the fee typically rises to €100. Different fees may apply based on the specific business structure, such as a private limited company (LTD), designated activity company (DAC), or other types.
  • Payment Methods: Payment can be made via multiple methods, including credit card, debit card, and direct debit if filing online. Ensure you have the necessary payment details ready when filing. For paper submissions, payment is usually accepted through postal orders, bank drafts, or cheques made payable to the Companies Registration Office.
  • Receipt and Confirmation: Upon successful payment, you will receive a confirmation receipt. This receipt should be kept safely as it serves as proof of payment and is required in case any discrepancies arise later.
  • Additional Fees: Be aware that additional fees may be incurred for any amendments or corrections to the submitted documents. It’s advisable to review all the information thoroughly before submission to avoid any extra costs.

By understanding these details, you can ensure that the registration fee is paid correctly and efficiently, facilitating the smooth incorporation of your company. This step is crucial as incomplete or incorrect payment can lead to delays in the incorporation process. Once the fee is paid and all documents are successfully submitted, the CRO will proceed with the review and approval of your application.

  • Amount: Pay the standard registration fee to the CRO. This fee varies depending on the method of filing (online or paper).
  • Confirmation: Retain the receipt as proof of payment.

Obtain a Company Registration Number

After successfully submitting your incorporation documents and paying the necessary registration fee, the next crucial step is obtaining a Company Registration Number (CRN) from the Companies Registration Office (CRO). This unique identifier is assigned to your business and is essential for various legal and administrative purposes. Here’s a detailed breakdown of what you need to know:

  • Review and Approval: Once all required documents and fees have been submitted, the CRO will meticulously review your application. This review process ensures that all legal requirements are met and that there are no errors or omissions in the provided information.
  • Issuance of Certificate of Incorporation: Upon approval of your application, the CRO will issue a Certificate of Incorporation. This certificate officially confirms the formation and registration of your company and includes your Company Registration Number.
  • Notification: The CRO typically notifies applicants of the successful registration and issuance of the CRN through email or postal mail, depending on the mode of submission. Ensure that you provide accurate contact details to receive this notification promptly.
  • Usage of CRN: Your Company Registration Number must be used in all official documentation and correspondence relating to your business. This includes tax filings, legal contracts, invoices, and any other formal communications.
  • Record Keeping: It is essential to keep a permanent and easily accessible record of your Company Registration Number and the Certificate of Incorporation. These documents may be required for future business activities such as opening a bank account, applying for licenses, or any legal proceedings.

Receiving your Company Registration Number marks a significant milestone in your company’s incorporation process, symbolizing the official recognition of your business by Irish authorities. This number serves as a vital reference point for any future transactions or interactions with regulatory bodies.

  • Issuance: Once the incorporation documents are processed, the CRO will issue a Company Registration Number (CRN).
  • Certificate of Incorporation: Receive a Certificate of Incorporation, which serves as legal proof of your company’s existence.

Satisfy Compliance Requirements

Satisfying compliance requirements is a critical aspect of maintaining your company’s good standing and ensuring ongoing legality in its operations. Once your company has been incorporated, there are several ongoing obligations and regulations that must be adhered to. Here’s a comprehensive overview of the compliance requirements you need to be aware of:

  • Annual Return: Every company is required to file an annual return with the Companies Registration Office (CRO). The annual return provides updated information about the company’s financial performance, shareholders, and directors. The first annual return is generally due six months after incorporation, and subsequent returns are due annually.
  • Financial Statements: Along with the annual return, companies must also submit annual financial statements. These statements should detail the company’s financial health, including profit and loss accounts, balance sheets, and any other relevant financial data.
  • Corporate Tax Returns: Companies are obligated to file corporate tax returns with the Irish Revenue Commissioners. This involves reporting your income, expenses, and tax liability. Timely payment of any owed taxes is crucial to avoid penalties and interest.
  • Directors’ Duties: Company directors have numerous responsibilities, including maintaining accurate records, ensuring the company operates within the law, and acting in the best interests of the company and its shareholders. Failure to fulfill these duties can result in significant penalties and legal consequences.
  • Updating Company Information: Any changes to company details, such as the registered office address, directors, or shareholders, must be promptly reported to the CRO. This ensures that the official records are accurate and up-to-date.
  • Data Protection Compliance: Companies must adhere to data protection regulations, such as the General Data Protection Regulation (GDPR), which requires the safeguarding of personal data and maintaining privacy practices.
  • Employment Law Compliance: If your company employs staff, it must comply with employment laws covering areas such as contracts, working conditions, health and safety, and employee rights. Keeping up-to-date with these laws helps prevent legal issues and promotes a fair workplace.
  • Periodic Audits: Depending on the size and type of your company, periodic external audits might be a requirement. These audits are conducted to verify the accuracy and integrity of your financial statements and operations.

Adhering to these compliance requirements ensures that your company operates within legal boundaries, maintains its reputation, and avoids costly fines or legal actions. Regularly reviewing and understanding these obligations is essential for the smooth and lawful functioning of your business in Ireland.

  • Tax Registration: Register for taxes with the Revenue Commissioners (VAT, Corporation Tax, PAYE, etc.).
  • Annual Returns: Ensure timely filing of annual returns with the CRO.
  • Accounting: Maintain accurate financial records and prepare annual financial statements.

Company Registration Form

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With the help of our local director service, you can have qualified Irish directors who live in Ireland serve on the board of your business. Over the past few years, they have held a number of board positions and served on the boards of organizations with Irish roots. Our Irish accounting and legal experts have high regard for our nominee directors in the area of company secretarial & compliance.

In 2011 Forbes Termed Ireland as the best nation on the planet to conduct business. It is not surprising that 90 percent of the world’s top technology companies are based here, 50 percent of the top multinational financial services firm, and much more call it home. Therefore, if you’re searching for someplace to ease the enrollment of a business, then Ireland is as great as anyplace.

The company tax rate Is only 12.5percent and generous deductions imply you’ll pay much less should you organize your business’s affairs in the best way possible.

Here at TAS Consulting Limited can Possess your Irish small business ready to go within 24 hours, subject to you Providing the right documentation. Using these in place you can continue to conduct the company as you see fit, together with the documents available for inspection in a SAIL speech organized by us.

Ireland is a worldwide financial power despite its modest dimensions, together with the likes of PayPal, Google, eBay, and more phoning the Emerald Isle home. Irish firm start-up has never been simpler and with the support of a nominee manager, shareholder along firm secretary you’ll be able to enjoy full anonymity.

Therefore, in the event that you’d love to make the most of a few of the best corporate taxation regimes on the planet,

Contact us now for a consultation and also to hear how we could help you save money and help you while registering a business in Ireland.

We assist in setting up a local bank account for newly registered company in Ireland

An Irish-registered company must have a business bank account since it is a separate legal entity from the people who own it. Within two weeks after registration, we can create a corporate bank account for your Irish company thanks to our streamlined procedure and solid connections with key personnel in Ireland’s top high street banks. Due to the stringent banking regulations in Ireland, which can make it challenging and time-consuming for directors to visit the banks and create a business bank account, we have developed this service.

 A face-to-face contact with at least one of the company directors is required by many Irish banks, although in some circumstances, we can facilitate corporate bank accounts remotely. To find out if you are eligible, please contact us.

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