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Available documents in the registered section , Obligations for a Cyprus Company to the Cyprus Authorities , please register in our agent database in order to gain access to our documents.

Ireland

HISTORY AND POLITICAL STRUCTURE

Ireland is situated in the Atlantic Ocean and separated from Great Britain by the Irish Sea. Half the size of Arkansas, it occupies the entire island except for the six counties that make up Northern Ireland. Ireland resembles a basin - a central plain rimmed with mountains, except in the Dublin region. The mountains are low, with the highest peak, Carrantuohill in County Kerry, rising to 3,415 ft (1,041 m). The principal river is the Shannon, which begins in the northcentral area, flows south and southwest for about 240 mi (386 km), and empties into the Atlantic.

Ireland has a population of just over 4.5 million (July 2009 est.); the capital, Dublin, has a population of more than a million. Irish is the official language, but in practice English is the everyday language. The history and culture of the Irish are too well-known to need description, but it is worth remarking that Dublin has evolved over recent years into a lively and cosmopolitan city with a thriving cultural life.

Apart from Dublin, the main cities are Cork, Galway and Limerick. There are international airports at Dublin, Shannon and Cork. Dublin serves more than sixty foreign destinations, the vast majority of which are in the EU.

The Republic of Ireland is a democratic republic and a member of the European Union (since 1973). The Constitution of 1937 established a bi-cameral legislature consisting of a lower house (the Dail, 100% elected) and an upper house (the Seanad, part-elected and part-nominated). The Head of State, with a largely ceremonial role, is the President, elected by popular suffrage for a period of 7 years. The model of executive government is quite similar to that of the UK, with a party system, a Prime Minister (Taioseach), a cabinet of ministers appointed from elected politicians, and an independent civil service. The most recent elections for the House of Representatives, in May, 2007, returned Fianna Fail to power with 41.6% of the vote. Other parties are: Fine Gael 27.3%, Labor Party 10.1%, Sinn Fein 6.9%, Green Party 4.7%, Progressive Democrats 2.7%, others 6.7%.

In a referendum in June, 2008, Ireland (the only EU country to hold such a plebiscite) rejected the new EU Lisbon Treaty due largely to fears about its tax sovereignty; the text of the treaty was finally approved in a second referendum in October 2009.

ECONOMY

The Irish economy has been prosperous in recent years, due at least in part to the energetic pro-business stance of successive governments, but did not escape the global downturn in 2008 and was one of the EU countries worst hit by the economic recession in 2009.

In its Article IV Consultation for 2007, the IMF Executive Directors commended Ireland’s continued impressive economic performance, characterized by one of the highest growth rates of GNP per capita among advanced countries and one of the lowest unemployment rates. They observed that this performance has been underpinned by outwardoriented policies, prudent fiscal policy, low taxes, and labour market flexibility.

The IMF said in June 2009 that Ireland, after being a ‘star performer’, had been hit particularly hard by the global economic and financial crisis, reflecting significant vulnerabilities built up during the boom years, amplified by the openness of the economy to global shocks. Locally, according to the IMF, there were imbalances: credit supply accommodated an unsustainable rise in property prices; banks’ exposure to property lending soared while their reliance on wholesale funding intensified; and, as wages climbed rapidly, international competitiveness declined.

Following a decade of close to balance or surplus fiscal positions, the general government deficit was 7% of GDP in 2008 as property-related revenues collapsed. The structural deficit is estimated to have reached 12.5% of GDP in 2008. Gross public debt reached 43% of GDP.

Unemployment in 2009 was 12% almost double that of a year earlier, with inflation at -1.7%. GDP per head in 2009 was US$42,200, still one of the highest in Europe.

The Irish currency is now of course the euro, but its ‘legacy’ currency is the Irish Pound, managed until 1999 by the Irish Central Bank.

Ireland has no exchange controls.

WHY CHOOSE IRELAND WHEN STARTING A BUSINESS?

Ireland offers an excellent business infrastructure with good telecommunications; this coupled with the widespread use of the English language, membership of the EU, and a legal system largely based on English law makes the country a very convenient and effective business base.

Dublin, the administrative capital, is also the chief business centre and has the main international airport, although Cork, with its port, and Shannon, with another international airport and the Shannon Free Zone, are also significant in business terms.

 There was already a reasonably strong domestic financial sector when the International Financial Services Centre was launched in 1987 as a quasi-’offshore’ development zone. The IFSC has been extremely successful, and now hosts large numbers of banks, insurance companies, securities firms and investment funds. With the IFSC, Ireland has challenged Luxembourg as an ‘offshore’ financial centre within the EU. However, the IFSC’s fell foul of the EU’s drive against ‘harmful tax competition’ and its favourable tax regime has had to be phased out.

The Shannon Free Zone, administered by the Shannon Free Airport Development Company Ltd, was one of Ireland’s earliest tax-reduction initiatives. A certificate entitling a company to the tax benefits of the Free Zone (10% corporation tax rate, VAT and customs duty exemptions etc) is issued by the Minister for Finance. A wide range of activities can qualify for licences and certificates. The tax rate however was increased to a uniform 12.5% as from 2003, although there were some transitional arrangements.

The tax advantages of the Free Zone can often be combined with Ireland’s network of Double Tax Treaties to obtain a very favourable outcome.

Advantages of the Jurisdiction of Ireland:

There are many advantages in forming an Ireland company, which include the following:

  • Setting up a limited liability company offers just that: limited liability.
  • Greater degree of business credibility of trading through a limited company.
  • Ownership of a limited company can be spread over a greater number of people.
  • Shareholders in a limited liability company are only liable to lose the share capital to which they subscribe.
  • The rights of shareholders are clearly defined and protected.
  • Employees can acquire shares.
  • A company is a legal form of a business organisation, which is classed as a separate legal entity and, therefore, is separate and distinct from those who run it; the company, and not the individual shareholders.
  • For sole traders and in partnerships, the individuals’ personal assets are at risk if there is a claim against the organisation.
  • A company pension scheme can be secured through a limited company.
  • A limited company has a greater ability to raise finance by the issue of shares and also under the Business Expansion Scheme.
  • The company’s name is protected: incorporation protects the name from use by another Limited company.
  • Limited companies have flexible borrowing powers.
  • The company continues despite the death, resignation or bankruptcy of members.
  • The interests and obligations of the directors are defined.
  • Appointment, retirement or removal of directors is straightforward.
  • Personal tax advantages can accrue for directors of a limited company.
  • Corporate Tax Rate is one of the lowest in the world.
  • Directors pay income tax, and the company pays corporation tax on company profits; under current tax rates, company profits earned and retained in the business are assessed to corporation tax at lower rates than if income tax were payable on equivalent profits earned by an unincorporated business.

Ireland could not be better placed for business; it’s a natural gateway to Europe.

It is worth mentioning that companies incorporated in other jurisdictions can be often used to undertake the activities mentioned above.

Placing an order for the formation of a company

The establishment and operation of an Ireland Company is regulated under the Companies Act 1963. In general, the principles contained in the Ireland legislation are based on English company law.

The formation of an Ireland International Business Company can take place by using an order form, which can be provided by the Registry Agent.

Off-the-shelf companies are not available.

The Registry Agent will check the name availability of the company (whether there is no company under such name already). In Ireland the law requires that all financial service providers know the identity of their client so the actual contact details must be indicated at the Registry Agent.   This information remains confidential.

Ordinary Companies

The main steps required to set up a company are to complete the requisite forms, verify that the proposed name is not already in use and file a memorandum of association. The requirements of the memorandum of association are set out in the Companies Act 1963. If no articles of association are registered, the provisions of the Companies Act 1963 apply by default.

Articles of association may be company-specific or based on standard sets available from accountancy firms. The
memorandum states the name of the company, the limitations on members’ liability, the amount of authorized share
capital, and the firm’s objectives or powers. All limited companies must file accounts with the Registrar of Companies 
for public inspection.

Ireland - The Shannon Free Zone

The Shannon Free Zone, administered by the Shannon Free Airport Development Company Ltd, was one of Ireland’s earliest tax-reduction initiatives. In order to establish an operation in the Free Zone, a licence is required under the Customs Free Airport (Amendment) Act 1958; this is issued by the Minister for Enterprise and Employment. A certificate entitling a company to the tax benefits of the Free Zone (10% corporation tax rate, VAT and customs duty exemptions, etc, although see below for implications of the 12.5% tax regime) is issued by the Minister for Finance. A wide range of activities can qualify for licences and certificates, including:

  • The repair and maintenance of aircraft; or
  • Trading activities in regard to which the Minister for Finance is of the opinion, after consultation with the Minister for Transport, that they contribute to the use or development of the Shannon Free Zone; or
  • Trading activities which are ancillary to either of the above or to any operation consisting of the manufacture of goods; or
  • Activities relating to the acquisition, disposal, licence, sub-licence and exploitation generally of intellectual property rights.
  • It is important to remember that the Free Zone, like the IFSC in Dublin, was primarily a job-creating measure.
  • Existing companies in the Free Zone had certificates giving tax benefits until the end of 2005. After that, the tax rate increased to the 12.5% mainstream rate of corporation tax agreed by the Irish Government with the EU, which came into force generally from 1st January 2003. Companies which obtained certificates during 1999 had the 10% rate only until the end of 2002. However, unlike entry into the IFSC, which was quota-limited during 1998 and 1999, no quota was set for entry into the Free Zone, which will continue to operate fully other than in respect of the special corporation tax rate.
  • Requirements for the Registration of an IBC
  • Director: Minimum of two Directors. Corporations are not permitted. Every Irish company must have at least two directors where one should be an EEA resident or alternatively a company may dispense with this requirement by placing a bond to the value of EU 25,394.76 with the Company Registry (2 Directors still required though). The  Premium for Bond is EU 1692.00 (We can arrange this on your behalf). The maximum number of directorships allowable is 25.
  • Secretary: A secretary is required. Corporations are permitted.
  • Shareholder: Minimum of one shareholder.
  • Shares & Capital: The minimum authorised share capital is EU €1, but Companies are normally capitalised with 100 issued shares of EU €1 each. Bearer shares are not permitted. Shares should be only denominated in Euros (€’s).
  • Name of the Company: Company name may be expressed in any language in Latin alphabet, if an English translation is submitted to the Registrar.
  • Company must have a registered office and a registered agent in Ireland.
  • The company must at the time of incorporation be specific about its intended objects.
  • Irish law demands that all limited companies have an official company seal.
  • All Irish companies must register for corporation tax.

Required Documents to register the company:

  • Notarized copy of your Passport.
  • Notarized Copy of utility bill for address verification less than 3 months old
  • Application documents.

When all the details are confirmed and the payment for the relevant fees received, the Registry Agent will prepare the Memorandum and the Article of Association of the new International Business Company. These will be filed with the Registry of International Business Companies in Ireland. The Registered agent will file the corporate documents of the company, will pay the applicable registration fees and arrange for the documents to be submitted to the Ireland Registrar of companies for registration. All the relevant documents will be kept in the Registered Agent’s office.

Corporate documents of an IBC

  • Original certification of incorporation of IBC
  • Memorandum and article of Association
  • First minutes and Corporate Resolutions containing the appointment of directors, allocation of shares, share certificates, copies if the Registry of Directors and the Registry of shareholders need it.
  • Share transfer forms, trust declarations, appointments of representative (power of attorney) and the Corporate Seal.

The Business Environment in Ireland is very encouraging and easy to understand.

  • Ireland has an excellent international corporate image. Excellent Holding Company Regime (see below)
  • Ireland is ranked third in Europe (seventh in the world) by the World Bank in 2010 in terms of ease of doing business
  • Low corporate taxes with a universal rate of 12.5% on trading profits (0% until 2013 for some companies which meet certain conditions)
  • Extensive network of over 50 Double Taxation Treaties including the United States. Agency Agreements can be used also.
  • 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 Ireland an attractive proposition for international tax planning purposes.

 

GENERAL OVERVIEW

Location

Western Europe

Time zone

Greenwich Mean Tine +/-0.

Population

4,200,000

Capital

Dublin

Airport(s)

Dublin, Cork and Shannon Airports

Language

English

Currency

Euro

Political system

Democratic Republic

International dialling code

353

Legal system

Statute and common Law

Centre’s expertise

Finance, banking, international trusts

TAX

Personal income tax

Standard rate of income tax at 20% and higher rate at 41%

Corporate income tax

12.50%

Exchange restrictions

None

Tax treaties

With 56 countries, some are Belgium, Cyprus, Austria, Canada, Denmark, Estonia, France, Greece, Italy, Spain.

SHARE CAPITAL

Permitted currencies

All major currencies

Minimum authorised capital

No minimun Requirement

Minimum share issue

€ 1

TYPE OF ENTITY

Shelf companies

Not Available

Timescale for new entities

5-10 working days

Incorporation fees

€ 100

Annual fees

Annual Return €40

DIRECTORS

Minimum number

Two

Residency requirements

Every company must have one Irish director or failing that, provide a fund value of €25,394.76 as a surety

Corporate directors

Not permitted

Meetings/frequency

At the discretion and convenience of the directors

SHAREHOLDERS

Disclosure

Yes

Bearer shares

Permitted but restricted

Minimum number

One

Public share registry

None

Meetings / frequency

Must hold an annual general meeting

ACCOUNTS

Annual return

Yes

Audit requirements

Yes

OTHER

Registered office

Yes

Domicile issues

Company naming restrictions

Yes

Innovation

Do not follow where the path may lead.

Go instead where there is no path and leave a trail.