The principal Corporate Legislation is the Companies Acts 1963 – 1990. In particular the Companies (amendaed) (No.2) Act 1999. A Company incorporated in the Republic of Ireland has the same powers as a natural person. The language of legislation and corporate documentation is English. Generally shelf companies are not available due to the requirement to be specific about a company’s intended objects.
The types of Company used for International Trade and Investment are as follows:
- Public Companies;
- Private Limited Companies;
- Private Unlimited Companies.
Incorporation procedure involves submission of the Memorandum and Articles of Association, together with Form A1 detailing the first directors, secretary and location of the Registered Office. The Registered Office must be in the Republic of Ireland.
Restrictions on trading and business activities: the Company cannot solicit funds from or sell its shares to the public.
Company names are subject to the following requirements and restrictions:
- A name can be in any language that uses the Latin alphabet. The Registrar may request an English translation if a company name is in a foreign language.
- A name that is identical or similar to an existing name is not acceptable.
- A name that implies illegal activities is prohibited.
- A name that implies state patronage is prohibited.
- The following names or derivatives thereof, or their foreign language equivalent, require consent or a licence: Bank, Building Society, Savings, Insurance, Assurance, Reinsurance, Fund Management, Asset Management, Co-operative, Chamber of Commerce, Society, Municipal, Group, Holding, Irish.
- Limited or Teoranta (the Irish Gaelic for Limited) or abbreviations thereof are required as suffixes to denote limited liability.
The minimum number of directors is two. They must be natural persons of any nationality (Corporate Directors are not allowed). However, with the passing of the Companies Amendment Act, 1999 one Director must be resident (i.e. at least 183 days per annum) in the Republic of Ireland. If a company has no Irish resident Directors, then it may enter a Bond for €25,395.
A Company secretary is required, who can be a natural person or body corporate. The company secretary need not be resident in the Republic of Ireland. The minimum number of shareholders is one, although the standard Memorandum and Articles of Association provides for two shareholders.
There is no capital duty payable on authorised share capital. There is a 1% capital duty on issued share capital. There is no maximum amount of authorised capital. The minimum issued capital is two shares with par value. The following classes of shares are permitted: registered shares, preference shares, redeemable shares and shares with or without voting rights. The concept of bearer shares does exist, but they are very rare because Central Bank consent is required before they can be issued, and such consent is likely to be refused. It is also believed that issuing bearer shares could affect a company’s status as a private company.
Annual Taxation and Fees
Companies are subject to taxation on profits of 12,5%. Ireland has a very extensive network of double tax agreements, with Australia, Austria, Belgium, Canada, Cyprus, Denmark, Finland, France, Germany, Italy, Japan, Korea, Luxembourg, the Netherlands, New Zealand, Norway, Pakistan, Portugal, the Russian Federation, South Africa, Spain, Sweden, Switzerland, USA, the United Kingdom and Zambia.
There are no licence fees.
Audited accounts must be filed with the annual return, and annual accounts must be presented to the tax authorities.
Economy and Infrastructure
The economy is trade dependent. Agriculture, once the most important sector, is now dwarfed by industry, which accounts for 37% of GDP and about 80% of exports and employs 28% of the labour force. Although exports remain the primary engine of Ireland’s robust growth, the economy is also benefiting from a rise in consumer spending and a recovery in both construction and business investment. Ireland has substantially reduced its external debt since 1987, to 60% of GDP (1998 figure). Over the same period, inflation has fallen sharply and chronic trade deficits have been transformed into annual surpluses. Unemployment remains a serious problem, however, and job creation is the focus of government policy. To ease unemployment, Dublin aggressively courts foreign investors and recently created a new industrial development agency to aid small indigenous firms.
There are extensive flight connections to the United Kingdom, Europe and North America. Dublin Airport is an important European Airport. There are roll-on, roll-off freight and ferry services available to Great Britain and France.
Ireland has modern all-digital telecommunication facilities with direct dialling to 160 countries world-wide including all major financial centres. There are regular international courier services operated by numerous companies and the National Postal Service.
The currency is the Irish Pound, or Punt, which forms part of the European monetary system. There are no exchange controls.