An Irish limited company can give a consultant a clear legal vehicle for client contracts, invoices, subcontractors and business expenses. It can suit management consultants, engineers, designers, developers, marketing specialists and other independent professionals. It is not automatically the best or cheapest structure for every person, and incorporation alone does not determine tax residence, employment status or VAT treatment.
This guide connects the company-registration process with the decisions that make a consulting business workable after incorporation. Use it to prepare a brief for your formation provider, accountant and solicitor. It is general information rather than legal, tax or employment advice.
Start with the commercial facts
List the services, expected clients, client countries, contract values, delivery locations and people doing the work. Those facts are more useful than choosing a company name first because they shape VAT, insurance, banking, contracts and the activity description filed with the CRO.
Should a consultant use an LTD or remain a sole trader?
A sole trader and a company are not the same legal structure. A sole trader contracts personally and is personally responsible for the business. An LTD is a separate legal person that owns its money, contracts and liabilities. Shareholder liability is generally limited to unpaid share capital, but personal guarantees, professional duties, director conduct and other exceptions can still create personal exposure.
Compare the structures using expected profit, drawings, pension plans, administration, insurance and client requirements. A company has continuing CRO, accounting, tax and beneficial-ownership obligations even during a quiet year. Read our LTD versus sole trader comparison before deciding.
Irish consulting-company formation requirements
A straightforward private company limited by shares normally needs:
- An acceptable company name and an LTD constitution.
- A physical registered office address in Ireland.
- At least one director who is 18 or older.
- A company secretary; the sole director cannot also be secretary.
- At least one EEA-resident director or an available statutory alternative.
- Shareholder, share-allocation and beneficial-owner information.
- PPSN details or the applicable CRO identity-verification and IPN route.
- An honest activity description and suitable NACE classification.
The CRO explains the officer and EEA-residency rules in its company-officer guidance. If no proposed director lives in the EEA, review the Section 137 bond route before submitting Form A1.
Choose a name and activity description that fit the work
The company name should be distinguishable from existing names and should not imply a regulated status the business does not hold. Prepare two or three alternatives. Also describe the real activity precisely—such as management consultancy, engineering design or software implementation—instead of using a vague phrase that creates questions for the CRO, Revenue or a bank.
If the public-facing brand differs from the legal company name, check whether a business name must be registered. Search relevant Irish and EU trade marks separately; CRO acceptance is not trade-mark clearance.
Set ownership, director roles and decision-making
A solo consultant can own all shares. Co-founders should agree the initial share split, voting, director appointments, reserved decisions, departures and ownership of work created before incorporation. Record money paid into the business correctly as share capital, a director loan or another documented transaction.
Overseas founders should examine where central decisions are actually made and where services are performed. An Irish registered office is required for company-law purposes but does not by itself establish staff, operations or tax substance in Ireland. Obtain coordinated advice where directors or consultants work in another country.
Put the client contract in the company's name
After incorporation, proposals, statements of work, invoices and payment instructions should identify the LTD using its legal name and company number. A useful consulting agreement usually addresses scope, milestones, acceptance, fees, expenses, late payment, confidentiality, data protection, intellectual property, liability, termination and governing law.
Avoid signing personally and then assuming the company automatically owns the engagement. If an existing contract is moving from the founder to the company, obtain the client's agreement and document the transfer or replacement. Regulated professions and public-sector work may require additional terms, licences, procurement steps or insurance.
Protect intellectual property and confidential information
Decide who owns reports, designs, code, templates, methods and background material. The contract should distinguish the client's deliverables from tools or know-how the consultant already owns. Confirm that employees and subcontractors give the company the rights it needs, and do not promise ownership of third-party material that cannot legally be transferred.
Confidentiality clauses should work in both directions where the consultant receives client information and also shares proprietary methods. If personal data is processed for a client, determine the controller and processor roles and put appropriate data-protection terms in place.
VAT for Irish and overseas consulting clients
Revenue currently lists a EUR42,500 VAT-registration threshold for businesses supplying services only, but the threshold is not a complete VAT analysis. Voluntary registration may be possible, and receiving services from abroad or making cross-border supplies can create obligations even where domestic turnover is lower.
Under Revenue's general place-of-supply rules, B2B services are usually supplied where the business customer is established. Irish VAT is therefore not generally charged on an ordinary B2B service supplied to a business established outside Ireland, with the customer accounting under the applicable rules. B2C services and specified exceptions can produce a different result. Keep evidence of customer status and location, and ask a VAT adviser to review unusual services.
PSWT and public-sector consulting
Professional Services Withholding Tax may affect cash flow where an accountable person pays for certain professional services. Revenue's PSWT guidance describes the payer, service and credit rules. A deduction does not necessarily mean the fee has been taxed twice, but the company must keep the relevant records and claim the credit correctly.
Do not describe every client deduction as PSWT or assume every consultancy is within scope. Ask the client which withholding regime it proposes to operate and give the information to the company's accountant before forecasting available cash.
Employment status and subcontractors
Incorporating a company does not turn an employment relationship into independent contracting. Control, personal service, substitution, financial risk, integration and the real day-to-day arrangement can all matter. A consultant working like an employee for one client should obtain specific advice rather than relying on the invoice label.
When the company hires subcontractors, use written agreements, verify tax and insurance responsibilities, document intellectual-property rights and avoid representing a subcontractor as an employee unless that is the real relationship. If the company employs staff or pays a director through payroll, consider employer PAYE registration before the first payment.
Banking, bookkeeping and expenses
Open an account in the company's name and separate company spending from personal spending. Prepare the Certificate of Incorporation, constitution, ownership details, contracts, forecast, identification and source-of-funds evidence for the provider's review. Incorporation does not guarantee account approval.
Keep sales invoices, supplier bills, bank records, expense receipts, contracts, payroll records and tax working papers from the start. A payment is not deductible merely because the company card was used. The expense must be analysed under the tax rules, and benefits provided personally to a director may require separate treatment.
First-year consulting-company checklist
- Define the services, clients, countries and delivery model.
- Compare sole-trader and LTD costs using a realistic forecast.
- Choose the name, registered office, director, secretary and shares.
- Complete CRO identity requirements and file the incorporation.
- Put contracts, insurance and intellectual-property terms in the company's name.
- Register beneficial ownership within the applicable deadline.
- Assess Corporation Tax, VAT, PAYE and any PSWT exposure.
- Open company banking and implement bookkeeping controls.
- Diary the first annual return and recurring compliance dates.
Form the company around the consulting model
A clean incorporation is the foundation, not the whole consulting business. StartCompany.ie can handle the Irish LTD formation and the selected post-incorporation services while your accountant and solicitor advise on the actual contracts, tax and professional risks. Compare formation packages or tell us where the directors and clients are based so we can identify the suitable registration route.