SHANDA CONSULT

Ireland

Ireland has become one of the Europe’s biggest success stories. Despite its recent difficulties, Ireland continues to punch well above its weight with regard to attracting foreign investment due to its firm commitment to low corporation tax (12.5%), and a liberal approach to trade. Ireland is a fully independent jurisdiction, a committed European Union member and is presently the only English speaking jurisdiction in the Eurozone monetary system.

In May 2009, US president Barack Obama declared his intention to clamp down on the channelling of US company profits through registered offices overseas and to dampen corporate enthusiasm for outsourcing jobs to foreign countries.

Since then there has been a noticeable increase in Irish company formation applications as a number of notable firms have moved their place of incorporation from countries identified by the US as tax havens, such as Bermuda, to Ireland.

Ireland is hailed as having a “sophisticated” and “well developed” legal and regulatory environment, key factors in many corporations’ decisions to relocate business here in the best interests of their shareholders. Company incorporation in Ireland can provide economic benefits and help ensure global competitiveness. 

Many well-known companies have chosen Ireland as their preferred jurisdiction to set up parent companies, subsidiaries or even operational headquarters, such as Facebook, Google, Mindshare, Dell, Pfizer, Oracle, Creative Labs, Apple, Amazon, PayPal, Air Berlin, 3M, Schlumberger, DHL Global Forwarding, DB Schenker, Kuehne & Nagel, Siemens, SAP etc., not to mention the ten thousands of other companies with foreign roots that are not known publicly.

General Advantages of Irish Companies

The advantages of registering a company in Ireland include:

  • Ireland has an excellent international corporate image. Excellent Holding Company Regime (see below).
  • In October 2011, Forbes ranked Ireland as the 4th best country in the world to do business.
  • Low corporate taxes with a universal rate of 12.5% on trading profits (0% until 2015 for some companies which meet certain conditions).
  • Extensive network of over 50 Double Taxation Treaties including the United States.
  • In the 2010 IMD World Competitiveness Yearbook, Ireland was ranked fourth in the world in terms of availability of skilled labour and openness to new ideas.
  • Only fully English-speaking jurisdiction in the Eurozone, committed European Union and EEA Member.
  • Europe's premier corporate domicile for multinational inward investment.
  • Excellent telecommunications infrastructure.
  • Low capitalisation costs when compared with most EU jurisdictions.
  • Ideal for international Joint Ventures where participants wish to incorporate in a neutral state.

This, together with Ireland’s positive image as an excellent corporate domicile and on-shore jurisdiction, makes company formation in Ireland an attractive proposition for international tax planning purposes.

Advantages of Irish Holding Companies

Following the introduction of a number of key tax reliefs and exemptions in recent years, Ireland has become a very attractive jurisdiction for multinational companies to locate a holding company. The main features that give Ireland a competitive advantage over other countries are as follows:

  • No withholding tax on the payment of dividends by the holding company to EU or tax treaty countries.
  • No Capital Gains Tax on the disposal of shareholdings in subsidiaries.
  • No transfer pricing, thin capitalisation or CFC rules.
  • Tax deductions for interest on borrowings to acquire shareholdings in subsidiaries.
  • Favourable treatment on the receipt of dividend income.
  • Extensive Tax Treaty network and access to EU Parent-Subsidiary Directive.
  • Low tax rates for both trading operations and investment activities.

 

General Information 

Legal system:
Common Law

Economy:
Agriculture, food production, service industry, financial services

Currency
Euro

Language
Irish Gaelic and English are official languages.

Time zones
GMT + 0 hrs.

 

Information on Companies

 

Company Forms


Private Company Limited by Shares: multi member or single member company.
The member’s liability is limited to the amount of the authorised share capital. The maximum number of members is 99.
The Company Limited by shares must have an auditor, and accounts must be filed each year with the Companies Registration Office. Small companies can prepare abbreviated accounts which do not have to include the level of turnover. 
Irish companies need at least one resident director, or must deposit an insurance bond with the Registrar.

Company Limited by Guarantee, not having a Share Capital
Companies limited by guarantee are normally used only for charitable or non-profit-making purposes. 
As this is a public company, there must be a minimum of seven members. The members’ liability is limited to the amount they have undertaken to contribute to the assets of the company.

Company Limited by Guarantee having a Share Capital
The maximum number of members in this type of company is 99. The members have liability under two headings; firstly, the amount, if any, that is unpaid on the shares they hold, and secondly, the amount they have undertaken to contribute to the assets of the company, in the event that it is wound up, being not less than 1€.

Public Limited Company
In this type of company, members’ liability is limited to the amount, if any, unpaid on shares held by them. This company must have a minimum of seven members.

 

Company Law

The Companies Acts, in Irish law, regulate companies in Ireland. The laws are:

  • Companies Act, 1963
  • Companies (Amendment) Act, 1977
  • Companies (Amendment)Act, 1982
  • Companies (Amendment) Act, 1983
  • Designated Investment Funds Act, 1985
  • Companies (Amendment) Act 1986
  • Companies (Amendment) Act, 1990
  • Companies Act, 1990
  • Companies (Amendment) Act, 1999
  • Companies (Amendment) (Number 2) Act, 1999
  • Company Law Enforcement Act, 2001
  • Companies (Auditing and Accounting) Act, 2003
  • Companies (Amendment) Act 2009


To facilitate easy citation of the entire body of law affecting companies, each of the acts prior to 2005 includes a collective citation section which enables them to be collectively cited as "The Companies Acts 1963 - [year of current enactment]". The Interpretation Act, 2005 provides that the Companies Acts 1963 to 2001 may be referred to as "The Companies Acts". Legislation enacted subsequent to the Interpretation Act, 2005 includes a section providing that "the Companies Acts and this Act shall be read as one" (e.g. Section 11 of The Companies (Amendment) Act 2009). Therefore, it is appropriate to cite the entire body of legislation in Ireland affecting companies as "The Companies Acts".

Minimum Capital Requirement
Private Company: Companies are normally capitalised with 100 issued shares of Euro 1 each, other configurations are possible.
Public Company: €38.092,00, of which 25 % need to be paid in.

Restrictions
Irish companies may not offer financial services or other businesses that require a license, unless a respective permission is given.

Taxation
The general corporate tax rate in Ireland is 12,5 %. 
The Finance Act 2009 introduced a 'start-up' relief on up to EUR 60,000 of tax due during the first three years of a new trade begun in 2009 or afterwards. Firms due to pay up to EUR 40,000 will beexempt from corporation tax during this period, with marginal relief granted on the next EUR 20,000 of tax (effective tax rate comes to 3 %).
Taxation of income from Intellectual Property may be as low as 2,5 %; certain conditions apply.
An extension to the three-year tax exemption scheme for new start-ups in 2010 was announced in the December 2009 budget. In the 2012 budget, the exemption scheme was extended until 2014.

Double Taxation Agreements
Ireland has signed Double Taxation Agreements with 70 states.

Annual Tax Filing
Statutory.

Annual Audit 
Statutory.

Annual License Fees
No.

Registered Company address and agent for incorporation
Registered company address must be in Ireland. This service will be ensured by Shanda Consult.

Company Secretary
At least one natural person who is resident of Ireland must be appointed as company secretary.

Directors
An Irish company must have at least two directors. Corporate directors are not permitted. The directors do not need to be Irish citizen.
At least one of the directors must reside within the European Economic Association.
If the directors of the company do not reside within the EEA, a company may alternatively dispense with this requirement by placing a “Section43 Insurance Bond”. The premium for Bond is EUR 1.957.50(Shanda Consult can arrange this on your behalf).

Shareholders
Minimum one, natural or legal person possible. Max. 99.

Confidentiality
Confidentiality can be achieved through the appointment of trustees.

Disclosure of the ultimate beneficial owner
Confidentiality can be achieved through the appointment of trustees. However, ultimate beneficial owners must be proven the basis of documents for the opening of bank accounts. 

Directors publicly known 
Yes. Anonymity can be achieved through the appointment of a trustee.

Shareholders publicly known 
Yes.

Bearer Shares
No.

Control of foreign currency
No.

Name of the company
Name can derive from any language with Latin characters.

Name restrictions
Terms such as „Bank“, „Insurance“, „Trust“, “Society”, “University” as well as offensive and obscene names, names which suggest an involvement with the government, are not permitted. Company names must be unique.

Name affixes
Private Ltd.: Limited or Ltd.
Public Ltd.: Public Limited Company or PLC.

Language of Company documents
English

Duration of incorporation
5 working days.

Shelf companies
May be available.