Swiss SaaS Founder: Irish Company for EU Sales?

Test the commercial case for a new Irish seller

A Swiss company can sell software to EU customers, subject to the applicable VAT, consumer, data and local-activity rules. EU customers alone do not prove a new Irish LTD is necessary. The Irish route is more persuasive if the company will hire an Irish team, negotiate and deliver services there, develop a new product under a separate legal entity or create an EU operating base with real management and contracts.

List the current and proposed seller on customer terms, payment receipts and invoices. Map where the developers, support team and decision-makers work. The CRO requires an intended activity in Ireland, so do not describe a registered-office address as an Irish product team. Ask a tax adviser to compare a Swiss seller, Irish subsidiary and other structures before migrating subscriptions.

Solve the director question before company formation

Switzerland is outside the EEA even though it has close economic links with the EU. A director genuinely resident in Switzerland is therefore not an EEA-resident director for the Irish CRO requirement. A Swiss citizen actually resident in an EEA member state may be different because the rule tests residence, not passport. If all directors live in Switzerland, the new LTD usually needs a prescribed Section 137 bond before incorporation unless another statutory route is available.

The Irish company also needs its own secretary, registered office, shares and constitution. A sole director cannot serve as company secretary. Form A1 should describe the genuine Irish software, sales or service activity and its location. The identity and ownership file should be ready for the CRO, RBO and payment-provider applications rather than assembled after the first customer needs an invoice.

Keep software IP and subscriptions with the right entity

Incorporating an Irish LTD does not transfer code, trademarks, domains or existing subscription contracts from the Swiss founder or Swiss GmbH. Decide whether the Irish entity will own, license or resell the product. Written agreements should match development work, licence rights, fees and the customer contract. Swiss and Irish tax advice is needed before assigning valuable software or customer relationships across the border.

If the Swiss entity continues to employ developers or provide support to the Irish LTD, document which company directs the work, bears risk and invoices the other. Revenue's transfer-pricing guidance uses the arm's-length principle for related-party transactions. Align the merchant account, website terms, invoice legal name, refund policy and privacy notices with the entity that truly sells the service.

Classify EU SaaS sales before choosing an OSS scheme

Revenue says the normal B2B service rule applies to supplies to business customers; customer establishment and status matter. Automated software subscriptions supplied to consumers can be electronically supplied services. For qualifying EU cross-border B2C supplies, VAT is generally linked to the consumer's member state, subject to conditions and possible threshold rules for an EU-established supplier. A human-led implementation project may not be the same supply as an automated subscription.

An Irish-established supplier may be able to use the Union One-Stop Shop for eligible EU consumer sales. A Swiss supplier remains outside the EU and may instead need to consider the non-Union OSS scheme for its own EU B2C services. Choosing to form an Irish subsidiary does not automatically turn pre-existing Swiss sales into Irish sales or move the Swiss supplier's VAT obligations. Have a VAT adviser classify each product and seller before switching checkout.

Do not confuse Irish incorporation with tax residence

Revenue generally treats a new Irish-incorporated company as Irish tax resident unless a double taxation agreement treats it as resident elsewhere. Swiss federal guidance says legal entities effectively managed in Switzerland can be within Swiss tax liability. A founder making all strategic product, financing and hiring decisions in Switzerland should review Swiss effective management and the Ireland-Switzerland treaty, even with an Irish registered office.

Where Swiss staff work for the Irish company, payroll and employment questions may also arise in Switzerland. An Irish address should not be used as evidence of management or employees who are not actually there. Keep records of decisions, staff, contracts and where key functions happen, and seek advice on both countries' rules before building a tax forecast.

Banking, reporting and a launch sequence

Banks and payment providers review owners, directors, source of funds, chargeback exposure, customer countries and the business's real connection to Ireland. A new CRO number is not account approval. Prepare the company constitution, ownership chart, product website, projected transaction profile and contracts for onboarding. The Irish company also needs RBO, relevant Revenue registrations, accounting records and a first annual-return calendar.

Start with a diagram of the Swiss and Irish entities, IP, staff and customers. Obtain cross-border tax and VAT advice, then settle the director or bond route and prepare Form A1. After incorporation, execute any licence or transfer, complete tax and RBO work, and migrate customer terms and payments deliberately. StartCompany.ie can support the Irish company formation; compare live package inclusions and total payable cost before ordering.

• Identify the real Swiss or Irish seller for each product.
• Document software ownership and any cross-border licence.
• Separate EU B2B from B2C electronic-service sales.
• Address the EEA-director rule and genuine Irish activity.
• Complete RBO, tax and banking after incorporation.
• Review Swiss management and team-location risks with advisers.