The following is a summary of relevant features of the Republic of Ireland as an international offshore financial centre.
(a) Location: The Republic of Ireland is situated in Europe, 30 miles west of Great Britain.
(b) Political factors: The Republic of Ireland is an independent republic. The form of government is a parliamentary democracy based on free elections. The elected government is normally drawn from predominantly conservative parties. Dublin is the capital of the Republic of Ireland, accommodating the Government, Parliament and ministries.
The Republic of Ireland has been a member of the European Union (EU) since 1973.
(c) Legal system: The Republic of Ireland has a common law jurisdiction. The legal system is derived from and based on the British system.
(d) Language: The official languages of the Republic of Ireland are English and Irish. English is the language used predominantly in all aspects of day-to-day life.
(e) Currency: Ireland is part of the Euro-zone. The Euro is the only official currency as from 1 January 2002.
(f) Foreign investment: The Government of the Republic of Ireland has an active policy of encouraging foreign investment. There is normally no restriction imposed on foreign ownership of enterprises operating in the Republic of Ireland.
(g) Business climate: The Republic of Ireland is a committed member of the European
Union and OECD and, accordingly, the business climate is internationally orientated.
Government agencies, equipped with sophisticated grant aid systems for capital investment and employment creation, actively seek foreign investment. Tax and investment incentives are actively marketed by state agencies which will provide considerable support to prospective investors in Ireland.
There is a highly skilled and educated pool of personnel available to new ventures locating in Ireland, with a strong emphasis at third-level institutions on business related disciplines and computer technology.
Commercial relations with the United States, United Kingdom and other EU countries are strong. Major Irish investments have been made in manufacturing, distribution and financial services by companies headquartered in these countries.
The financial infrastructure is highly sophisticated, having been developed along British lines. Professional advice in all banking, financial, legal, corporate, tax and general international areas is readily available.
BANKING AND EXCHANGE CONTROLS
There are no exchange control regulations in the Republic of Ireland.
Banking facilities are excellent, with prime connections to all financial centers worldwide.
Republic of Ireland Companies
(a) Incorporation: All Republic of Ireland companies are incorporated by registration with the Companies Office. Companies may be limited or unlimited. In the former case shareholders’ liability for company debts is limited to the amount of capital contributed.
Registration is only possible once the company name has been approved by the Registrar of Companies.
The register of companies will contain details of the directors of the company and its registered shareholders (who may be different from the beneficial owners of the shares).
The incorporation procedure usually takes from 10 to 15 working days.
Non-Irish incorporated company must register as a foreign company doing business in Ireland if it operates through a permanent establishment.
(b) Capital structure
Capitalisation: There are no legal requirements in Ireland as to debt/equity ratios. From 1994 (following an EU directive), it is possible to incorporate a single-member private limited company (SMC) with only one shareholder, but it must have two directors.
(c) Shares and shareholders: Shares are normally registered and may be issued partly paid. Rights attaching to shares of Irish companies (eg ordinary, preference, etc) are determined by the articles of association. Non-voting shares are permitted.
(d) Management: A Republic of Ireland company is normally managed by a board of directors consisting of at least two directors who are appointed by the shareholders. One of these may act as company secretary and has responsibility for making returns to the Companies Office.
The powers of the board of directors are defined by the articles of association.
(e) Local presence: Normally, a company must have at least one director resident in a member state of the EEA, unless the company has a €25,395 bond from an insurance company that guarantees against any fine or penalty imposed on the company. A company can claim exemption from paying this bond if they receive a statement from the Revenue Commissioners stating that the company has a real or continuous link with one or more economic activities that are being carried on in the state.
(f) Accounting and auditing requirements: Accounts of most companies incorporated in Ireland must be audited by an independent firm of public accountants. Auditors are required to report on the existence of proper books of account and whether the financial statements give a true and fair view of the company’s results and financial position. Limited companies must file audited accounts with the Registrar of Companies for public inspection. Companies below a certain size need only file extracts from the accounts. The above disclosure requirement also applies to unlimited companies in certain circumstances.
Certain small private companies are exempt from the audit requirements. In order to qualify, for accounting years ending on or after 24 February 2007, companies must have a turnover of less than €7.3m and total assets not exceeding €3.65m. and employ fewer than 50 people. There are a number of other requirements.