Ireland Incorporated

Introduction

Ireland Incorporated provides company formation and company secretarial services to individuals and businesses seeking to incorporate or manage a company in Ireland. These Terms of Business outline the scope of our services, the limitations of our responsibilities, and the obligations of clients who engage us. By purchasing services from Ireland Incorporated, you agree to these terms.

Scope of Services

Ireland Incorporated offers the following services (among others) either individually or as part of formation and support packages:
• Company Formation
• Registered Office Services
• Nominee Secretary Services
• Company Secretarial Services
• Annual Compliance Filings
• Register of Beneficial Ownership (RBO) Filings
• Add-on Secretarial Support Services

A service is only deemed to be engaged when:
1. It has been formally purchased via our website or through a direct invoice.
2. These Terms of Business have been agreed to for company formations and, where applicable, a completed engagement form has been received.
3. All required documentation (including AML documentation) has been submitted and approved.
4. Ireland Incorporated has confirmed acceptance of the engagement.

How to Set Up a Company with Ireland Incorporated

Setting up a company with Ireland Incorporated is simple, secure, and fully compliant. Here’s how it works:

1. Choose Your Package
2. Complete the Online Form
3. Verify Identity & Upload Documents
4. We Review & Prepare your Companies Registration Office (CRO) Forms
5. Sign the CRO Forms and Upload Documents
6. Receive Your Incorporation Certificate

Timeline

  • 24-hour turnaround on order form – assuming there is no issue with the submitted responses to the completed order form, the CRO Form A1 will be issued for signing in approximately 24 hours; however, there may be delays as a result of order volume
  • Ireland Incorporated is registered with the CRO Fé Phráinn A1 Online Scheme – under this scheme, the CRO endeavours to provide participants with a Certificate of Incorporation within five working days of the relevant submission documents having been completed correctly and lodged at the CRO
  • If you have chosen to have physical delivery of a Company Seal or Pack, delivery times will be determined by our courier service, and you will be issued a tracking number where applicable.

Company Name Disclaimer

Company names are subject to approval by the CRO. While Ireland Incorporated may advise on name acceptability, we cannot guarantee approval. Clients should not incur branding or legal expenses until the CRO has confirmed the name through the issuance of the Certificate of Incorporation.
Clients are advised to review the Company Name Guidelines for further information.
A company name may also be reserved with the CRO prior to filing a Form A1, which provides a higher likelihood of the name being successful in registration with the CRO if executed within the CRO’s deadline of 28 days post receipt of the reservation. This can be done by requesting such from Ireland Incorporated, noting that as the reservation is submitted prior to your incorporation forms being submitted this will add a delay in your formation process. An additional charge of €25 will be applied.

Name Objection

Under Section 30 of the Companies Act 2014, if a company name is deemed too similar to an existing name, even after registration, it may be challenged within six months, and the Registrar may direct the company to change its name. Ireland Incorporated bears no responsibility for any such direction or legal consequences thereafter.

Shares

If your incorporation requires an alternative class of shares with bespoke clauses to be included in the Constitution, you will be directed to give a short description post-purchase. A member of the Team will then be in contact with you to discuss such in more detail and draft the bespoke clause. Such requirements will cause delays in the completion of the Form A1 in order to draft. There will likely be an additional cost to such work – a member of the team will discuss this with you prior to issuing the invoice.

Documentation Uploads

The CRO require documentation to be uploaded as clear scans of wet ink signatures. Digital signatures are not permitted. If Ireland Incorporated is supplied with a digitally signed document, we cannot accept this, and you will be required to resubmit clear scans of wet ink signatures.

Post-Incorporation & Ongoing Compliance

Ireland Incorporated is not responsible for managing a company’s post-incorporation statutory obligations—such as Annual Returns, RBO updates, or changes to company officers—unless the relevant service has been specifically purchased, all required documentation has been submitted, and engagement has been confirmed in writing by Ireland Incorporated.
Responsibility for corporate compliance ultimately rests with the company and its officers unless otherwise stated in an agreed engagement.

Director Verification

The CRO requires Company Directors to verify their identification on certain CRO forms, including the Form A1 for incorporation.
Personal Public Service Number (PPSN) is a unique reference number used in Ireland for accessing public services and benefits. You are likely to have a PPSN if:
• You were born in Ireland after 1971
• You started working in Ireland post-1979
• You are receiving a social welfare benefit
• You are using public health schemes like the Drugs Payment Scheme
Alternatively, if you have been previously issued an RBO number or an Identified Person Number (IPN) in Ireland, this may be used in place of the PPSN.
For those who do not have access to any of these identification numbers, in order to verify their identity, the Form VIF is used as a declaration to verification by supplying an IPN. Ireland Incorporated will assist you with receiving this Number by issuing you a Form to complete called the VIF.
Following its receipt in the CRO, the CRO will issue Ireland Incorporated with an Individual Persons Number (IPN), which will be used for that individual for all subsequent filings.

Register of Beneficial Ownership (RBO)

Under Irish legislation, all companies are required to maintain both an internal Beneficial Ownership Register and to file this information with the Central Register of Beneficial Ownership. It is the responsibility of the company and its officers to ensure that RBO filings are accurate, timely, and compliant.
Ireland Incorporated only provides RBO filing services where the service has been explicitly purchased and all documentation, including VIFs, if applicable, has been fully completed, signed, and approved by our team. VIFs from each beneficial owner must be submitted in advance of any filing.
Failure to submit correct and complete RBO and VIF documentation will result in delays or rejection of filings. Ireland Incorporated accepts no responsibility for missed deadlines or penalties where documentation is incomplete or not returned.

Engagement Completion & Delays

All services are subject to prompt and accurate submission of requested information by the client. If the client fails to complete the necessary forms, provide AML documentation, or respond to communication from Ireland Incorporated or the CRO, the company formation or service engagement may be delayed or cancelled without refund.
Rejected or returned CRO filings may result in additional processing time. Ireland Incorporated will liaise with the client’s named Presenter to resolve any issues promptly. In circumstances where the rejection or returned submission results in further workload outside the norm, Ireland Incorporated may be required to invoice for such work.

Post Incorporation Services and Add-ons

Ireland Incorporated is not responsible for any late filing of returns where information or signed documents are not supplied in a timely manner.
The following are additional Supplementary Notes and Terms of Business for certain products and add-ons;

• RBO

o Template Digital Beneficial Ownership Register (BORS)
This service does not include drafting or maintenance of the physical Beneficial Ownership Register (BORS) or filing on the Central Register (RBO). This is a template only and is the company’s responsibility to complete.
o Register of Beneficial Owners (RBO) filing on Incorporation
Post Incorporation, a member of the Team may contact you to ensure the filing is accurate; failure to respond will result in the filing not being made to the RBO until confirmation is received.

• Postal Delivery of Products

o Certain products or add-ons may require delivery, such as the Hard copy of the Register and Company seal. If this is the case, they will be delivered post-incorporation to the address as supplied during the application. Delivery costs will be charged at the time and delivery times may vary depending on location.
o Ireland Incorporated is not responsible for any lost postal items.
o If you have requested for us to hold the pack after incorporation (i.e. not part of the annual compliance package) we will hold such in our offices until such time that the Company requests them to be released. The Company and Ireland Incorporated will liaise to ensure that delivery occurs, and any expenses incurred will be the responsibility of the Company to execute such. During this period, Ireland Incorporated will not maintain the registers of the Company or any other documentation.

• Nominee Services

Nominee Registered Office and Nominee Secretary services are renewed yearly on the anniversary of the invoice issued. At this time, you will be issued a new yearly invoice and new AML documentation will also be requested. Failure to make payment or supply such will result in the service being cancelled.

o Nominee Registered Office
• Mail Forwarding on standard post items, please allow time for the item to be received in our offices and then forwarded to your location of choice.
• If post items are required to be posted by any other means than standard post, additional fees will be raised.
• If requested, post items can be scanned and emailed to a designated email address.
• If the Registered Office Facility is no longer needed, one month’s notice is required. Any outstanding fees will then be issued.
• This service does not include the right to receive or store inventory at our office address.

o Nominee Secretary Office
• Nominee Secretary will not be responsible or make any decisions whatsoever in the management of your company.
• Nominee Secretary will only sign company accounts and annual returns for the Company, which should be prepared by the Auditor/Accountant of the company.
• Any documents out of this scope will be supplied to Ireland Incorporated at which time they will review and if acceptable, will sign. There may be an additional fee for signing of documents outside the scope of this service.
• One-weeks’ notice will need to be given to a staff member of Ireland Incorporated where the signature for and on behalf of Ireland Incorporated is required such as the B1 annual return form.
• If one weeks’ notice is not supplied Ireland Incorporated cannot guarantee that the document can be signed immediately.
• If Ireland Incorporated is to be resigned from the position, one-months’ notice is required. Any outstanding fees will then be issued and must be paid within that one-month period.
• If the Company experiences adverse media attention, Ireland Incorporated will discuss such with the Company and if decided by Ireland Incorporated, the process of removal as Nominee Secretary will commence. The Company will be notified if these actions are to be taken.

 Six Month Annual Return Filing

• Ireland Incorporated will draft the B1 Annual Return CRO form,
• Issuing a Form B1 signature page for signing,
• On receipt of the scanned signed B1 Signature Page, upload this to the CORE platform,
o Please ensure clear scan copies are returned as PDFs,
• Prior to the annual return dates, a timeline will be established between the Company and the staff of Ireland Incorporated regarding the filing of the annual return. It is agreed that we must receive the information no later than 5 days before the last day for filing. If they are received after this date, we cannot be held responsible for late filing.

• Annual Compliance Packages

The following are the notes and conditions broken down per package;

o START Package

 Annual Return Filing

• Filing of the B1 Annual Return CRO form,
• Upload of the Financial Statements as supplied by the Company,
o It is the company’s responsibility to supply the Financial Statements and any other related documents, not that of Ireland Incorporated
o Ireland Incorporated are not responsible for the contents of the supplied financial statements
• Issuing B1 signature page for signing,
• On receipt of the scanned signed B1 Signature Page, upload this to the CORE platform,
o Please ensure clear scan copies are returned as PDFs,
• Prior to the annual return dates, a timeline will be established between the Company and the staff of Ireland Incorporated regarding when the filing of the annual return and uploading of the relevant CRO financial statements is to take place. It is agreed that we must receive the information no later than 5 days before the last day for filing. If they are received after this date, we cannot be held responsible for late filing.

 Documentation for General Meetings
• Drafting of the relevant documentation necessary to conduct the Annual General Meeting (AGM) and any required Extraordinary General Meetings (EGMs).
• It is the responsibility of the Company to liaise with Ireland Incorporated to organise the AGM when due
• Ireland Incorporated will supply the documentation for such Meetings including: Notice of the Directors Meeting, Template for the Directors Meeting for general meeting, Notice for the General Meeting and any requirements attachments, Template for the General Meeting.
• It is the responsibility of the Company to issue such documentation to the relevant parties
• Ireland Incorporated will not attend such Meetings.

 Maintenance of RBO
• Provision of advice and information with regards to the general process involved in the filing of the Register of Beneficial Ownership for the company.
• Providing a Checklist for each of the companies/entities that are provided to us by you, to be completed in full and returned to us for filing the RBO
• If the submission is rejected, we will liaise with you regarding the rejection and the resubmission of the filing for the relevant company/entity.
• Confirmation of a successful submission.
• General company secretarial advice regarding the RBO
• Updating the RBO with any relevant changes as indicated by the Company

o GROW Package

As well as the START Package, the GROW package also includes;

 Keeping of Statutory Books
• Keeping the Statutory Books of the company at our offices, these books will include Certificate of Incorporation, Certificate of Change of Name, Constitution of the Company, Register of Directors, Register of Members, Register of Beneficial Ownership, Original Minutes of Meetings and Notices and any original statutory documents arising from company secretarial work undertaken by the company;
o These are to be supplied to Ireland Incorporated by the Company
o The Company will cover the costs of such delivery to the offices of Ireland Incorporated
o It is the company’s responsibility to send the original documentation to our offices for keeping.

• Updating the Register of the Company with any relevant changes;
o Please note if the Register as it is supplied is not up to date with current information there will be an additional charge for the Ireland Incorporated’s Team to review and update such.

 Company Secretarial matters – miscellaneous changes
• This service includes two changes to Company officer and Registered Office Address per year.
• Drafting of the relevant documentation necessary to conduct the above changes and any required Company Minutes and CRO Forms,
• Filing and issuing of the relevant form to the CRO and the Company,
• On receipt of the scanned signed CORE Signature Page, upload this to the CORE platform.

o SCALE Package

As well as the GROW Package, the SCALE package also includes;
• Nominee Registered Office and Nominee Secretary services which are renewed yearly on the anniversary of the invoice issued.

PLEASE NOTE: If any of the above packages for annual compliance exceed 2.5 hours, the discounted rate applies per hour at €150 plus VAT. Please see Payment Terms for more details.

Payment Terms

Payment for all services are due in full upon purchase via our website or upon invoice issued by a member of our team. Additional work outside the scope of a standard package (e.g., share class changes, bespoke constitution amendments) may be subject to an extra fee.
Invoices are addressed to the contact party listed in the order form, who is solely liable for payment.

AML

Ireland Incorporated powered by OmniPro Corporate Consultants Limited, as a designated person in accordance with the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 (the “2010 Act”), have a legal obligation to check Proof of ID and Proof of Address documents for Company Officers and Beneficial Owners.
In order to avail of our services, you will be required to supply;
• government-issued photo ID, i.e. passport or driving licence (not expired)
• proof of residential address issued within the last 3 months / annual statement, i.e. bank statement, utility bill, etc.

These will be requested to you through email links to the platform AMLHQ, which will gather the required AML documentation. Once verified by the Team, the full service will commence. During the online ID verification, you will be required to use a device with the ability to take a live selfie, such as a webcam or camera phone. This will be used to verify your identity against an image you will take of your photo ID. Your proof of address will be verified by uploading through the same link an image of such. If the documentation or images supplied are not sufficient, you will be required to take another image of such.

Items to note;
• Those beneficial owners or Directors outside of EEA, in high risk third countries, PEPs or any other situation that the Team deem it necessary will be required to supply further information such as but not limited to a second form of identification. These requirements will be communicated to you through the Team.
• A beneficial owner(s) owns or controls, whether through direct or indirect ownership or control (including through shareholdings), more than 25 per cent of the shares or voting rights in the company. The beneficial owner may also exercise control over the management of the body.
• A PEP is an individual who is or, has been entrusted with prominent public functions, or an immediate family member, or a known close associate of such a person. The definition includes persons holding a prominent position in European Union and international bodies such as the UN, World Bank or IMF. Examples of PEPs include:
o Heads of state, heads of government, ministers and deputy or assistant ministers;
o Members of parliaments or head of governing body of a political body;
o Members of supreme courts, of constitutional courts or of other high level judicial bodies;
o Members of courts of auditors or of the boards of Central Banks;
o Ambassadors, charges d‘affaires and high-ranking officers in the armed forces, and
o Members of the administrative, management or supervisory boards of State-owned enterprises.

Confidentiality

Ireland Incorporated will not disclose any information obtained in the course of its engagement to any third party without the client’s express consent, unless legally required to do so.

Taxation Advice

Ireland Incorporated does not provide tax advice as part of its standard services. Should Irish tax advice be required, it must be specifically requested and separately engaged, and may incur an additional fee.

GDPR & Data Protection

Ireland Incorporated processes all personal data in accordance with GDPR and the Data Protection Act 2018. By engaging our services, clients consent to the processing of their personal data for the purposes of fulfilling our contractual and legal obligations.
Details of our data handling policies are set out in our Privacy Notice.

Limitation of Liability

To the fullest extent permitted by law, Ireland Incorporated’s total liability to the client, in respect of any claims arising from or connected to the provision of services, shall be limited to the fees paid for those services. We do not accept liability for any indirect or consequential losses.

Amendments

Ireland Incorporated reserves the right to update or revise these Terms of Business at any time. The most current version will be available on our website and applies to all current and future engagements.

Contact

Ireland Incorporated is powered by OmniPro Corporate Consultants Limited.
For support,
Email: info@irelandincorporated.com
Phone: +353 (0) 53 910 0000
Website: https://tall-king-9676-pqk.1wp.site

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