Australian companies do not move to Ireland, they gain an Irish parent

An Australian company does not leave Australia

An Australian company that wants to belong to Ireland cannot simply change its country. Australian corporate law gives a company no route to transfer its incorporation to another jurisdiction and continue there as the same legal person. Ireland, for its part, accepts companies by conversion only from other EEA states. There is no door on either side.

So when an Australian group "redomiciles" to Ireland, the United States or anywhere else, the Australian company does not move. The group forms a new company abroad and has it acquire the Australian company's shares. The Australian company becomes a subsidiary, still incorporated in Australia, still regulated by ASIC and still taxed by the ATO. Tamboran Resources used exactly that structure in 2024 to put a US parent over its Australian group. What changes is the top of the group, not the operating company.

That distinction is the subject of this note. The broader pattern, that most of the countries corridor groups come from do not let companies leave, is set out in the note on moving a company to another country. This note is narrower and different from the question of where an Australian group should put a European subsidiary, which is the subject of the analysis of Australian founders choosing a European base. Here the Irish company goes on top.

What moves, and what stays

The table explains both the attraction and the cost. The group gains an Irish parent for investors, listing or an exit, and gives up nothing on the operating side. It also gives up the direct link between Australian profits and Australian shareholders, which matters more than most groups expect.

The scheme or the share swap

How the new parent is inserted depends on how many shareholders there are.

A private group. A founder-owned or closely held company can usually be re-headed by a share-for-share exchange agreement. Each shareholder transfers their Australian shares to the new Irish company and receives Irish shares in return, in the same proportions and carrying the same rights.

A widely held or listed company. Where unanimous agreement is impractical, the exchange is done by a members' scheme of arrangement under Part 5.1 of the Corporations Act 2001. The scheme is approved by the court, and by the shareholders at a meeting by a majority in number and 75% of the votes cast, with ASIC reviewing the scheme booklet before it goes out. Once approved, it binds every shareholder, including those who voted against.

Either way, the substance is identical. The Irish company ends up owning the Australian company, and the former Australian shareholders end up owning the Irish company. Where foreign investors already hold substantial stakes, Australia's foreign investment rules should be checked before the exchange, and where the Australian company holds Australian land, so should the state duty position.

The shareholders' rollover

For the Australian-resident shareholders, swapping Australian shares for Irish ones is a disposal. Without relief, they would realise a capital gain on the exchange and have no cash to pay it with. The scrip-for-scrip rollover in Subdivision 124-M of the Income Tax Assessment Act 1997 exists to defer that gain, and it works across borders.

The main conditions are these.

• A share for a share. Each shareholder exchanges a share in the Australian company for a share in the new parent.
• The 80% outcome. The arrangement must result in the new parent becoming the owner of 80% or more of the voting shares in the Australian company.
• Equal participation. All holders of voting shares must be able to participate, on substantially the same terms.
• Same value and rights where the parties are not at arm's length. In a closely held group, the new shares need to reflect the market value and rights of the old ones.
• A choice. Each shareholder chooses the rollover, which can be shown in the way the tax return is prepared.

The rollover is generally not available to foreign-resident shareholders unless their new shares are taxable Australian property, under section 124-795. In most cases that does not matter, because a foreign resident is only subject to Australian capital gains tax on taxable Australian property in the first place, under section 855-10. The rollover defers the gain; it does not remove it. The cost base carries into the Irish shares, and the gain is taxed when those shares are eventually sold.

The new parent has to be resident in Ireland

A new Irish parent is only useful if it is genuinely resident in Ireland, and two systems decide that.

Ireland. A company incorporated in Ireland is Irish resident under section 23A of the Taxes Consolidation Act 1997, unless a double tax treaty treats it as resident elsewhere. The Irish company also has to be properly constituted as an Irish company. At least one director must be resident in the European Economic Area, or the company must hold a bond under section 137 of the Companies Act 2014, the subject of the note on the non-resident director bond. The rest of the incorporation sequence, the identity numbers and the registered office, is set out in the note on setting up an Irish company as a non-resident.

Australia. A company incorporated outside Australia is still an Australian resident under section 6(1) of the Income Tax Assessment Act 1936 if it carries on business in Australia and either has its central management and control in Australia or has its voting power controlled by Australian-resident shareholders. The ATO's view in Taxation Ruling TR 2018/5 is that where a company's central management and control is exercised in Australia, it carries on business there for this purpose. An Irish holding company whose directors live in Sydney and decide there is an Australian resident company with an Irish registration.

The practical consequence is that the Irish board has to be real. It meets in Ireland, decides in Ireland, and is minuted in Ireland, with directors who can exercise that judgment. A group that wants an Irish parent but intends to keep running everything from Australia should not insert one, because it would be paying for a structure that both tax systems would see through.

Money up and out

Once the Irish company sits on top, profits travel in two legs, and each has a known cost.

From the Australian company to the Irish parent. Dividends that are fully franked carry no Australian dividend withholding tax. Unfranked dividends carry withholding at 30% under domestic law, reduced by the double tax agreement Australia and Ireland signed in Canberra on 31 May 1983, generally to 15%. In Ireland, a company can elect under section 831B of the Taxes Consolidation Act 1997, introduced by Finance Act 2024 with effect from 1 January 2025, to exempt qualifying distributions from a subsidiary resident in an EU, EEA or treaty territory, which includes Australia. Where the exemption is not used, Irish tax on the dividend is relieved by credit.

From the Irish parent to the shareholders. Irish dividend withholding tax applies at 25%. A shareholder resident in a country with which Ireland has a tax treaty can usually claim exemption by declaration, and Australian residents qualify, although the exemption is subject to Ireland's outbound payments defensive measures for payments to associated entities in no-tax or listed jurisdictions.

The franking credit problem. Australian franking credits attach to dividends paid by Australian companies to their shareholders. Once an Irish company stands between the Australian company and its Australian shareholders, those shareholders receive foreign dividends from an Irish company, and the franking credits generated by Australian tax do not reach them. For a group whose shareholders are mostly Australian residents who value franking, that is the largest single cost of the move, and it should be priced before anything else.

The exit the structure is built for

Most Australian groups insert an Irish parent because they are heading somewhere: an EU investor, a European listing, a US or European buyer, or a group whose future is outside Australia. The tax position on a sale is where the Irish holding company earns its place.

A sale of the Australian subsidiary by the Irish parent. Under section 626B of the Taxes Consolidation Act 1997, an Irish company is exempt from tax on a gain on disposing of shares in a company resident in an EU or treaty state, which includes Australia, if it has held at least 5% for a continuous period of at least 12 months within the two years before the sale and the subsidiary, or the group, is mainly trading. On the Australian side, a foreign resident is generally taxed on a share sale only if the shares are taxable Australian property, which for a company means broadly that most of its value is Australian real property.

A sale of the Irish company by the shareholders. Here the Australian-resident shareholders are taxed in Australia on the gain on their Irish shares, with the rolled-over cost base.

Gains outside the exemption. An Irish company's chargeable gains that do not qualify for section 626B are taxed at the capital gains rate, which Budget 2027 cut from 33% to 31% for disposals on or after 7 October 2026. The 33% rate continues for development land. If the Irish parent itself later moves its residence out of Ireland, Ireland's 12.5% exit tax applies, set out in the note on the corporate exit tax.

For a group comparing an Irish parent with a UK one, the holding-company regimes are set out side by side in the analysis of an Irish holdco against a UK holdco, and Ireland's place in the wider corridor in the note on Ireland as the third leg of the corridor.

Australian owners and the controlled foreign company rules

Where the Irish parent is controlled by Australian-resident shareholders, it can be a controlled foreign company for Australian purposes, and Ireland is not one of the listed countries in the Australian rules. A holding company whose income is largely dividends from a trading subsidiary is usually manageable under those rules, but the position has to be tested rather than assumed. The listed and unlisted distinction is explained in the note on Australian founders choosing a European base.

Five traps

Trap one: trying to move the Australian company. It cannot be continued into Ireland. Plan from the start for a new Irish parent and an Australian subsidiary.

Trap two: an Irish parent run from Australia. A board that decides in Sydney makes the Irish company Australian resident on the ATO's view, whatever its registration. Build a real Irish board before the exchange.

Trap three: forgetting the franking credits. Australian shareholders lose the direct benefit of franking once an Irish company sits above the Australian one. Price that against the purpose of the move.

Trap four: missing a rollover condition. The rollover needs the 80% outcome, equal terms for all voting shareholders and, in a closely held group, matching value and rights. A poorly drafted exchange can leave shareholders with an immediate gain.

Trap five: an Irish company that is not properly constituted. Without an EEA-resident director or a section 137 bond, the Irish parent is in breach of Irish company law from its first day.

Frequently asked questions

Can an Australian company redomicile to Ireland?

Not as the same company. Australian law has no route for a company to transfer its incorporation abroad and continue as the same legal person, and Ireland only accepts companies by conversion from other EEA states. An Australian group that wants an Irish parent forms a new Irish company and has it acquire the Australian company's shares, by a share-for-share exchange or, for a widely held company, a court-approved scheme of arrangement. The Australian company becomes a subsidiary and stays Australian.

How do you move an Australian company overseas?

By putting a new foreign company on top of it. A private group usually does this by a share-for-share exchange agreement, and a widely held or listed company by a members' scheme of arrangement under Part 5.1 of the Corporations Act 2001, approved by the court and by shareholders. Afterwards the foreign company owns the Australian company, and the former shareholders own the foreign company in the same proportions. The operating business and its Australian tax position do not move.

Do Australian shareholders pay capital gains tax when the new parent is inserted?

Usually not immediately. The scrip-for-scrip rollover in Subdivision 124-M of the Income Tax Assessment Act 1997 lets Australian-resident shareholders defer the gain, provided the new parent ends up owning at least 80% of the voting shares, all voting shareholders can participate on substantially the same terms, and each shareholder chooses the rollover. The gain is deferred rather than removed, and is taxed when the new shares are sold.

Is an Irish holding company of an Australian group Irish resident for tax?

It is Irish resident by incorporation under section 23A of the Taxes Consolidation Act 1997, unless a treaty decides otherwise. But Australia can also treat it as resident under section 6(1) of the Income Tax Assessment Act 1936 if it carries on business in Australia and its central management and control is in Australia, or its voting power is controlled by Australian residents. In practice the Irish company needs a board that genuinely meets and decides in Ireland.

How are dividends from the Australian company to the Irish parent taxed?

Fully franked dividends carry no Australian withholding tax. Unfranked dividends carry 30% Australian withholding under domestic law, generally reduced to 15% by the Australia-Ireland double tax agreement of 1983. In Ireland, the parent can elect under section 831B of the Taxes Consolidation Act 1997, available for distributions from 1 January 2025, to exempt qualifying dividends from a subsidiary resident in a treaty territory such as Australia, and otherwise receives credit for Australian tax.

Do Australian shareholders keep their franking credits?

Not directly. Franking credits attach to dividends paid by Australian companies to their shareholders. Once an Irish company stands between the Australian company and its shareholders, the shareholders receive dividends from the Irish company, which carry no Australian franking credits. For a shareholder base of Australian residents who value franking, this is often the largest cost of inserting a foreign parent.

Can the Irish holding company sell the Australian subsidiary tax-free?

Often, in Ireland. Section 626B of the Taxes Consolidation Act 1997 exempts an Irish company's gain on selling shares in a company resident in an EU or treaty state, including Australia, where it has held at least 5% for a continuous 12 months within the two years before the sale and the business is mainly trading. Australia generally taxes a foreign resident's share sale only if the shares are taxable Australian property, which broadly means the company's value lies mainly in Australian land.

Does the Irish company need an Irish director?

It needs at least one director resident somewhere in the European Economic Area, not necessarily in Ireland, under section 137 of the Companies Act 2014, or it must hold a bond in the prescribed form to the value of €25,000. A board made up entirely of Australian residents does not satisfy the rule. For tax residence, a board that genuinely meets and decides in Ireland is also what keeps the company Irish rather than Australian.

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Critical advisory. An Irish parent over an Australian group is a sound structure for a group whose future, investors or buyer are in Europe. It is an expensive one for a group that will keep running everything from Australia and paying dividends to Australian shareholders who value franking. In my experience the decision is usually made on the exit and paid for in the years before it, through a board that has to be genuinely Irish and dividends that no longer carry credits.

We design the exchange or the scheme with the shareholders' rollover in mind, constitute the Irish company with a real board and the right director or bond, and model the dividend and exit position in both countries before anything is signed. If you are considering an Irish parent for an Australian group, speak to us through our services page before the exchange is documented. This article is general information and not legal or tax advice; your own position should be confirmed against your specific facts before you act.