REPUBLIC OF IRELAND

COMPANY FORMATION
FOR INTERNATIONAL BUSINESS

BACKGROUND
The Republic of Ireland lies to the West of Great Britain and has a population of approximately 4 Million. 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 recent years it's economy has outperformed most western economies and has been labelled the "Celtic Tiger" due to it's phenomenal growth rates. This has been primarily due to a highly educated workforce, well developed technology infrastructure, pro-business government initiatives, and Europe 's number one choice for multinational investment projects.

Ireland has well-developed corporate and general law and is a common law jurisdiction. In recent years the use of Irish non-resident companies proved popular as investment and holding vehicles, but due to a perceived abuse their functions have been curtailed in recent Finance Acts. The Irish government has obtained EU approval to bring down all corporate taxes from the present rate of 24% to a universal rate of 12.5% by the year 2003 which will become one of the lowest in the European Union. This together with Ireland 's excellent image as a quality corporate domicile makes the use of Irish companies attractive for international tax planning purposes.

COMPANY TYPES
Companies are considered separate legal entities from the individuals involved. A Private Limited Company is the most common form of Incorporation for people to start their business. Check below for more information on the different types of companies you can set up.

Private Limited Company
Guarantee Company
Unlimited Company
Public Limited Company (PLC)

PRIVATE LIMITED COMPANY
This is the most frequently incorporated entity for private, commercial businesses and ventures. This is a company limited by shares, a company having the liability of its members limited by the Memorandum to the amount, if any, unpaid on the shares respectively held by them.

A small/medium sized company need only file abridged audited accounts, showing a limited amount of information, at the Companies Registration Office (CRO) They can also avail of the Audit Exemption if their turnover is less than €1,500,000. It is important to note than an Annual Return must be filed every year with the C.R.O. regardless of whether the company has traded or not.

A private limited company normally consists of 1-4 shareholders but can have more, up to a maximum of fifty. When a private limited company has only a single shareholder, this is known as a Single Member Company. This single or sole member may if he or she so decides may dispense with the holding of general meetings, including Annual General Meetings.

COMPANY LIMITED BY GUARANTEE
WITHOUT HAVING A SHARE CAPITAL
Guarantee Companies are usually used in circumstances whereby it has been decided to give corporate protection to entities such as charities, trade associations or sports clubs. They can also be used for property management purposes in the servicing and maintenance of residential associations.

Charitable Status can be applied to the Revenue Commissioners on projects which are set up for charitable, scholastic or religious purposes. It should also be noted that Guarantee Companies are required under statutory legislation to file Audited Accounts every year with the Companies Registration Office.

PRIVATE UNLIMITED COMPANY
HAVING A SHARE CAPITAL
A private unlimited company is generally only used in circumstances where there is no great fear of loss of limited liability or where the liability of the shareholders can be limited at a secondary stage, such as having limited companies as the shareholders of an unlimited company.

Unlimited companies may in certain circumstances, be exempt from the necessity to file accounts with the Registrar of Companies.

Company Bureau can assist you with the incorporation of an Unlimited Company.

PUBLIC COMPANY LIMITED BY SHARES
This type of company is used in circumstances where it intends to seek a listing on the Stock Exchange or where a major Business Expansion Scheme is being formulated; Unlike Private Limited Companies, there is no restriction on the number of shareholders.

Public Companies are required to have a minimum issued capital of €38,092.14 of which €9,523.03 (25%) must be paid up. This is paid up when a trading certificate is applied for.

INCORPORATION REQUIREMENTS
- The choice of a company name must be approved by the Registrar of Companies.
- Companies are normally incorporated within 10 working days.
- Every company must have a Registered Office address within the state.
- From the 1st October 1999 all Irish companies must register for corporation tax.
- Every Irish company must have at least two directors where one should be local resident or alternatively a company may dispense with this requirement by placing a bond to the value of Euro 25,394.76 with the Company Registry. The maximum number of directorships allowable is 25. (*)
- Every company must have a Secretary who may also be a Director. A Corporate Secretary is permissible.
- It is possible to have a "Single Member Company" whereby all shares are held by the one person/company. The Maximum number of shareholders for a Private Limited company is fifty.
- Companies are normally capitalised with two issued shares of Euro 1 each.
- Newly incorporated companies must demonstrate an activity/trade within the state.

(*) Important remark

CORPORATE GOVERNANCE REQUIREMENTS
- All companies must hold an Annual General Meeting (AGM) within 18 months of incorporation and thereafter on an annual basis.
- All companies must submit and file an annual return together with accounts to the Registrar of Companies.
- Every company whose turnover exceeds Euro 317,434.51 must prepare and file audited accounts.

BENEFITS IN INCORPORATING AN IRISH COMPANY
- Ireland has an excellent international corporate image.
- Low corporate taxes with a universal rate of 12.5% on traded income by 2003.
- Extensive network of Double Taxation Treaties.
- Committed European Union and Eurozone Member.
- English speaking jurisdiction.
- 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.

IRELAND AS AN E-COMMERCE CENTRE
Ireland was recently selected by the Massachusetts Institute of Technology as the European location for it's famous MediaLab research centre. The arrival of MIT is clear evidence that Ireland is now considered as a centre of excellence for research and development in the IT sectors. With only 1% of the European Union's population Ireland accounts for a third of all US investment in Europe. The Irish government has invested heavily in vital broadband connectivity to the Internet.

With a third of European bandwidth capacity Ireland is well positioned in the race to be Europe's e-commerce hub. A recent e-commerce bill has been enacted in Ireland which differs from that in the UK whereby encryption keys cannot be passed over to the government for general use. This it is felt will act as an incentive to business. Should intending clients in the software or IT fields wish to setup a physical presence in Ireland, Irish Incorporations Ltd. can locate office space and qualified personnel to man these. We can assist clients through all stages of setting up business in Ireland. Please contact our office for further details.

IRISH CORPORATE TAX RATES
The Irish government has obtained full EU approval for a low 12.5% corporation tax rate on traded income which becomes available from 1st. January 2003. This rate is currently in place for qualifying companies whose profits are below Euro 63,486.90 and for companies that have a total trading income of not greater than Euro 317,434.51 marginal relief at 12.5% is available. This is not restricted to manufacturing/financial profits and a wide variety of commercial activity will qualify for this rate. In an effort to encourage Maritime activities form Ireland the Minister for Finance has made available from January 2001 this low corporate tax rate (12.5%) for shipping companies and related services.

The following chart gives a clearer picture to the current and future rates.

EXAMPLES OF IRISH COMPANIES
USED IN INTERNATIONAL
TAX PLANNING

AGENCY – NOMINEE STRUCTURE
Examples of Irish Companies used in International Tax Planning Examples of Irish Companies used in International Tax Planning Bottom of Form 1.

An Irish Company is incorporated to act as an Agent and to carry out trade and transactions on behalf of a Principal Company. This agreement is committed in writing in the form of an agency agreement between both companies. All transactions are presented in the name of the Irish company. The structure consists of a Principal Company and an Agent (Irish Company) with the bulk of profits repatriated to the Principal Company (this would normally be in a tax neutral jurisdiction). By being fully tax resident in Ireland the Agency Company retains it's corporate persona as a bona fide entity for international transactions and the respectability that this confers. The company would also be allowed register for VAT and make VAT free purchases in Europe. All invoices will be raised in the name of the Irish company. Income can be received into the Irish company's bank account and remitted directly to the bank account of the Principal Company. The Irish company agrees to represent the Principal Company for a commission, (usually 5%-10% of turnover or profits) or an amount agreed between both parties. The commission chargeable should be transparent and be commercially representative of the work undertaken by the Irish (Agent) Company. All sales contracts should be concluded outside of Ireland and consequently a non-resident director should be appointed to sign and execute contracts on behalf of the Agent Company. The Agent Company's liability to Irish corporation tax is based on the commission it earns in income (5%-10%) with the remaining balance remitted to the Principal Company.

IRISH UMBRELLA COMPANY
For international consultants or professionals the use of an Irish Umbrella Company can be structured in a manner whereby one of our 'In House' companies are used for invoicing multinational companies or employers on behalf of the consultant. In this arrangement a standard offshore company is used to subcontract to the Irish Umbrella Company the services of the consultant. All service contracts are undertaken in the name of the Irish Umbrella Company. As a fully-fledged EU company with tax and VAT registration this is a suitable vehicle for intra EU contracts where corporate image is important.

IRISH DOMESTIC – BRANCH COMPANY
To a large extent Ireland's economy depends upon inward investment and the Irish government has over successive years put in place the above corporate tax regimes which have benefited many international firms which have located their European operations in Ireland. Ireland has an extensive network of Double Taxation Agreements (DTA's) which make the use of either domestic or branch companies attractive in international tax planning. Where a has extensive profits the opportunity exists to locate their operations in Ireland and invoke the DTA whereby the profits, with careful planning can be expatriated to the parent company in a tax efficient manner. Irish Incorporations Ltd. can incorporate domestic companies and register branches of foreign companies with the Irish Company Registry. This would also include the following services to ensure the company complies with the Registry's requirements:

- Registered Office Address
- Provision of Corporate Secretary
- Provision of local Irish Director on an interim basis
- Allotment and Registration of Shares
- Opening of Irish Corporate Bank Account
- Registration of Company for Corporate Taxes with the Irish Revenue Service
- Registration of Company for VAT (Value Added Tax)
- VAT Management, Bookkeeping and filing of annual returns with the Company Registry
- Legalisation of Corporate Documents

Recent company amendment bills have been introduced over the past two years and a present requirement of Irish companies is that real commercial activity must take place in Ireland. To assist clients meet these criteria Irish Incorporations Ltd. can provide managed office space in a new fully serviced business park. This is of particular of benefit to companies, which do not want the large outlay of business premises but instead require onsite reception and managed office facilities on flexible terms.

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