reputed | experienced | professional
INVESTING AND DOING BUSINESS
IN IRELAND - A LEGAL GUIDE
EUGENE F. COLLINS
Solicitors
Temple Chambers
3 Burlington Road
Dublin 4
T: 202 6400 | F: 667 5200 | www.efc.ie
©
Eugene F. Collins, 2012
reputed | experienced | professional
Contents
FOREWORD .............................................................................................................. i
CHAPTER 1 .............................................................................................................. 1
THE IRISH LEGAL SYSTEM ........................................................................................ 1
Sources of Law and Court System .............................................................................. 1
The Courts
...................................................................................................... 1
The District Court ..................................................................................................... 1
The Circuit Court ...................................................................................................... 1
The High Court ...................................................................................................... 2
The Supreme Court .................................................................................................. 2
Tribunals
...................................................................................................... 2
Legal Representation ................................................................................................ 3
Chapter 2................................................................................................................ 4
CHOOSING THE RIGHT BUSINESS ENTITY .................................................................. 4
Registered Companies .............................................................................................. 4
Constitutional Documents ......................................................................................... 4
Legal Requirements .................................................................................................. 5
Unlimited Company .................................................................................................. 5
Ongoing Requirements ............................................................................................. 6
Stamp Duty
...................................................................................................... 7
Partnerships and Limited Partnerships ........................................................................ 7
Partnerships
...................................................................................................... 7
Limited Partnerships ................................................................................................. 7
Limited Partnership Act 1907 ..................................................................................... 7
Investment Limited Partnership Act 1994 .................................................................... 7
Sole Trader
...................................................................................................... 7
Branch of a Foreign Corporation................................................................................. 8
Societas Europaea.................................................................................................... 8
Future Developments ............................................................................................... 8
The Incorporation Process ......................................................................................... 8
The Procedure for Incorporating an Irish Company ....................................................... 8
Documentation Required ........................................................................................... 8
Corporate Name ..................................................................................................... 9
Shares and Membership/Capital Requirements ............................................................ 9
Directors, Secretary and Registered Office .................................................................. 9
reputed | experienced | professional
Other Statutory Filings............................................................................................ 10
Information to be included on Public Documents & Company Websites ......................... 10
Chapter 3.............................................................................................................. 12
DEVELOPMENT AGENCIES ....................................................................................... 12
IDA Ireland
.................................................................................................... 12
Shannon Development............................................................................................ 13
Enterprise Ireland .................................................................................................. 13
Údarás na Gaeltachta ............................................................................................. 14
Further Assistance ................................................................................................. 14
Chapter 4.............................................................................................................. 15
TAXATION
.................................................................................................... 15
Corporation Tax .................................................................................................... 15
Research & Development Tax Credit ......................................................................... 16
Capital Gains Tax (CGT) .......................................................................................... 16
Holding Company Benefits ...................................................................................... 17
CGT Exemption for a Holding Company ..................................................................... 17
Dividend Treatment ................................................................................................ 17
Income Tax
.................................................................................................... 18
PRSI and USC
.................................................................................................... 19
Withholding Taxes .................................................................................................. 19
Stamp Duty
.................................................................................................... 19
Capital Acquisitions Tax .......................................................................................... 20
Value Added Tax (VAT) ........................................................................................... 20
Other Miscellaneous Taxes ...................................................................................... 21
Chapter 5.............................................................................................................. 22
PROPERTY
.................................................................................................... 22
Ownership of Land ................................................................................................. 22
Real Property
.................................................................................................... 22
Leasehold Property................................................................................................. 22
Planning Controls ................................................................................................... 23
Environment
.................................................................................................... 23
Chapter 6.............................................................................................................. 24
INTELLECTUAL PROPERTY ....................................................................................... 24
Copyright
.................................................................................................... 24
Designs
.................................................................................................... 24
Patents
.................................................................................................... 24
reputed | experienced | professional
Trade Marks
.................................................................................................... 24
Statutory Protection ............................................................................................... 25
Passing Off
.................................................................................................... 25
Electronic Commerce .............................................................................................. 25
Domain Registry in Ireland ...................................................................................... 25
Data Protection .................................................................................................... 25
Commercial Court .................................................................................................. 26
Tax Advantages .................................................................................................... 26
Chapter 7.............................................................................................................. 27
EMPLOYMENT LAW AND WORK PERMITS ................................................................... 27
Residence and Work Permits ................................................................................... 27
Industrial Relations ................................................................................................ 28
Minimum Notice and Terms of Employment Act 1973-2005 ......................................... 28
Protection of Workers (Fixed-Term Work) Act 2003 .................................................... 28
Protection of Employees (Part-Time Work) Act 2001 ................................................... 28
Employees (Information and Consultation) Act 2006 .................................................. 28
Statutory Leave .................................................................................................... 29
The Maternity Protection Acts 1994 and 2004 ............................................................ 29
The Carer’s Leave Act 2001 ..................................................................................... 29
The Parental Leave Acts 1998 and 2006 ................................................................... 29
The Adoptive Leave Acts 1995 and 2005 ................................................................... 29
Equality Legislation ................................................................................................ 29
Organisation of Working Time Act 1997 .................................................................... 29
Business Transfers ................................................................................................. 30
Redundancy
.................................................................................................... 30
Unfair Dismissals Legislation ................................................................................... 30
The National Minimum Wage Act 2000 ...................................................................... 30
Forums for Employee Claims ................................................................................... 30
ABOUT EUGENE F. COLLINS .................................................................................... 31
reputed | experienced | professional
FOREWORD
Eugene F. Collins is delighted to provide the latest edition of “Doing Business and Investing in Ireland
– A Legal Guide”. With this Guide we aim to provide you with key initial information to assist you in
following the path of the many successful businesses which have invested in Ireland.
Ireland's location, its membership of the EU, its attractive tax regime and the fact that the Irish
Government actively promotes foreign direct investment (FDI) are some of the reasons why many
foreign companies choose to locate in Ireland. Any reference in this publication to “Ireland” should be
taken as meaning the Republic of Ireland. If you are considering FDI in Ireland, this Guide should be
read in conjunction with the material available from Ireland’s autonomous state agency vested with
the task of promoting inward investment into Ireland, IDA Ireland at www.idaireland.com
Doing business and investing in a foreign environment requires local knowledge and expertise in order
to operate successfully.
This guide contains a summary of the key laws, regulations and practices relevant to doing business
in Ireland.
This publication has been compiled by a team of solicitors within Eugene F. Collins drawing on their
extensive knowledge and experience in advising and assisting investors to Ireland and their day to
day dealings with businesses already doing business in Ireland. Whilst it cannot replace the necessity
to obtain legal or tax advice for each particular scenario, this publication is intended to provide a
general overview and guidance. The law is as stated at 14 February 2012.
Details about Eugene F. Collins and its services and its FDI team are provided at the back of this
Guide. Should any of the topics covered in this Guide be of interest please contact me or any member
of our FDI team.
Seán Twomey
Managing Partner
stwomey@efc.ie
reputed | experienced | professional
CHAPTER 1
proceedings). However as with other Member
States of the EU, where there is a clash between
domestic Law and European Law, the latter
takes precedence.
THE IRISH LEGAL SYSTEM
The Republic of Ireland is a parliamentary
democracy with a President and a two-house
parliament consisting of Dáil Éireann (the House
of Representatives) and Seanad Éireann (the
Senate) (together known as the “Houses of the
Oireachtas”), whose powers and functions derive
from the Constitution of Ireland (Bunreacht na
hÉireann) (the “Constitution”) which was
enacted by the people of Ireland on 1 July 1937.
Each House of the Oireachtas has power under
its Standing Orders to form Committees for
specific purposes.
The Courts
The Constitution outlines the structure of the
court system as comprising courts of limited
jurisdiction, the Circuit Court and the District
Court organised on a regional basis, the courts
of first instance which include a High Court with
full jurisdiction in all criminal and civil matters
and a court of final appeal, the Supreme Court.
Judges are
performance
appointment
34.5.1 of the
Ireland’s membership of the European Union
(EU) since 1973 has involved surrendering a
degree of sovereignty and the subordination of
certain national law to European law. As a
member of the EU, Ireland is subject to the
Treaty of Rome (as amended) and various other
Treaties. The currency of the Republic of Ireland
is the Euro.
The District Court
The District Court consists of a President and
sixty-three judges. The country is divided into
twenty-four districts with one or more judges
permanently assigned to each district and the
Dublin Metropolitan District.
Generally the
venue at which a case is heard depends on
where an offence was committed or where the
defendant resides or carries on business or was
arrested.
Sources of Law and Court System
The sources of law in Ireland are as follows:

The Constitution, which is a written
Constitution,
provides
for
certain
fundamental rights of citizens;

Domestic Legislation;

Case Law;

European Law and obligations imposed
by
membership
of the
European
Community; and

completely independent in the
of their functions and on their
take an oath set out in Article
Constitution.
The business of the District Court can be divided
into four categories: criminal, civil, family law
and licensing. This is the lowest level of court in
the system dealing with minor cases and no jury
is used in this court.
The Circuit Court
The country is divided into eight circuits with
one judge assigned to each circuit except in
Dublin where ten judges may be assigned, and
Cork, where there is provision for three judges.
There are twenty-six Circuit Court offices
throughout Ireland with a County Registrar in
charge of the work of each office. The Circuit
Court is a court of limited and local jurisdiction.
International Conventions.
Ireland is a common law country (which is judge
made law with decisions handed down on the
basis
of
evidence
presented
in
court
1
reputed | experienced | professional
The work can be divided into four main areas:
civil, criminal, family law and jury service. The
Circuit Court, as in the case of the District Court,
is a court of limited jurisdiction. On the civil
side, the Circuit Court deals with medium-sized
monetary claims as well as landlord and tenant
actions.
The Supreme Court
This is the ultimate court of appeal in the Irish
judicial system and, though the Supreme Court
does not have administrative control over the
lower courts, it has power to reverse decisions
made in cases in the lower courts where the
lower court’s decision has amounted to an error
of law. It may also reverse its own earlier
decisions.
Decisions of the District Court can be appealed
to the Circuit Court with some exceptions.
Appeals proceed by way of a full rehearing and
the decision of the Circuit Court is final (unless
the severity of a sentence is the sole matter in
issue). The Circuit Court also acts as an appeal
court for appeals from the decisions of the
Labour Court, Unfair Dismissals Tribunal and the
Employment Appeals Tribunal.
Apart from criminal matters the division of the
responsibility of the courts is largely on
monetary values, though a system of appeal to
higher courts from the decision of the lower
courts applies within certain guidelines.
In certain circumstances the High Court may,
and the Supreme Court must, refer certain
matters or issues to the European Court in
accordance with the Treaty of Rome.
The High Court
This is the first court of general jurisdiction and
under Article 34.3.1 of the Constitution "is
invested with full original jurisdiction in and
power to determine all matter and questions
whether of law or fact, civil or criminal". Its
jurisdiction also extends to the question of the
validity of any law having regard to the
Constitution.
Tribunals
A Tribunal of Inquiry is vested with the powers,
privileges and rights of the High Court. Tribunals
are established by resolution of the Houses of
the Oireachtas to enquire into matters of urgent
public importance.
The High Court acts as an appeal court from the
Circuit Court in civil matters. It has power to
review the decisions of certain tribunals. It may
also give rulings on questions of law submitted
by the District Court.
It is not a function of Tribunals to administer
justice, their work is solely inquisitorial.
Tribunals are obliged to report their findings to
the Houses of the Oireachtas. They have the
power
to
enforce
the
attendance
and
examination of witnesses and the production of
documents relevant to the work in hand.
The High Court exercising its criminal jurisdiction
is known as the Central Criminal Court.
Tribunals can consist of one or more people. A
lay person or non-lawyer may be the sole
member of a Tribunal. Tribunals can sit with or
without assessors (experts in the subject
concerning the Tribunal). Assessors are not
Tribunal members. Sittings are usually public but
can, at the Tribunal’s discretion, be held
privately.
A separate Commercial Court division of the
High Court was established in 2004 to deal with
high value and/or intellectual property disputes.
Once admitted to the Commercial Court, a case
is dealt with very quickly with strict timeframes
imposed upon the parties.
2
reputed | experienced | professional
Legal Representation
Legal representation in the Irish courts is divided
into two professions, namely representation by
barristers (senior counsel and junior counsel)
and solicitors. Both solicitors and barristers are
entitled to appear on behalf of clients in all
courts but it is usually the barrister who appears
in court.
3
reputed | experienced | professional
CHAPTER 2
making any invitation to the public to subscribe
for its shares or debentures.
CHOOSING THE RIGHT BUSINESS ENTITY
Any other company is deemed to be a public
company
(although
the
Companies
(Amendment) Act, 1983 provides for certain
statutory minima before a company may be
registered as a public limited company).
Commercial enterprises in the Republic of
Ireland are usually set up in one of the following
forms

a public or private limited company;

a partnership;

a limited partnership;

a sole proprietorship;

a place of business/branch of a foreign
corporation; or

a Societas Europaea (“SE”) or European
Company.
The name of a public limited company must
include the letters “plc”. In all other respects,
public limited companies are similar in nature
and form to private limited companies.
In practice, public limited companies are seldom
used by investors as the minimum requirements
in relation to the number of members and issued
share
capital
can
prove
unnecessarily
burdensome and the flexibility to be able to
issue shares to the public is generally not of
interest to such investors.
Constitutional Documents
Registered Companies
Both public and private companies are
incorporated with a constitution consisting of:
In Ireland a registered company may be:

Limited by shares;

Limited by guarantee; or

Unlimited.

A Memorandum of Association which
contains the facts about the company,
including its name, its main objects, a
statement that the liability of the
members is limited (if that is the case)
and the amount of the authorised share
capital
(which
can
be
in
any
denomination); and

Articles of Association, which are bylaws
regulating the relationship between the
company and its shareholders.
Such a company may be either public or private.
The laws relating to companies are contained in
the Companies Acts 1963-2009.
Guarantee and unlimited companies are used
infrequently for normal business operations with
a private limited company being the most
frequently used vehicle for business organisation
in Ireland.
Incorporation papers for all forms of companies
are filed with the Registrar of Companies at the
Companies Registration Office.
A Private Company is one that limits the number
of its member to 99, restricts the rights to
transfer its shares and prohibits itself from
4
reputed | experienced | professional
Legal Requirements
Every company registered in the Republic of
Ireland must have a registered office in Ireland.
The day-to-day management of the company is
normally carried out by the board of directors,
whose general responsibilities are set out in the
Companies Acts 1963-2009 and may be further
regulated by the company's Articles of
Association.
A private limited company is required to show
the word “Limited” (which may be abbreviated
to “Ltd”) in its name unless it has applied for an
exemption (which is only given in limited
circumstances) to use the word “limited” in its
name.
Every private limited company must have an
authorised and issued share capital and must
issue at least one share which may be issued in
any particular currency or amount depending on
the requirements in each case. There must be
at least one shareholder in every private limited
company.
In addition, there exists under Irish law the
concept of a "shadow" director. This is a person
in accordance with whose instructions the
directors of a company are accustomed to act.
A "shadow" director, while not entitled to attend
board meetings or exercise any of the rights or
powers attached to the post of director, in
certain
circumstances
has
the
same
responsibilities and liabilities as a director.
The single member company is an ideal vehicle
for investors into Ireland as it greatly reduces
administration requirements and eliminates the
need for nominee shareholders.
Unlimited Company
In this type of company there is no limit on the
members’ liability in the event that the
company’s assets are insufficient to discharge its
creditors.
Unless the risks associated with
unlimited liability can be eliminated investors do
not often use these companies. One of the ways
the risk can be removed is by having a limited
liability company as the parent of the unlimited
company.
Each company must have at least two directors
and a company secretary (who can also be one
of the directors).
While there is no formal
qualification required to become a director,
certain persons such as undischarged bankrupts
are ineligible to act. Also a body corporate
cannot act as a director.
There is also a requirement under Irish company
law that an Irish company must have an EEA
resident director or else enter into an insurance
bond for a specified amount which is lodged in
the Companies Registration Office. Every new
company applying for registration is required to
demonstrate that the company will carry on an
activity within Ireland.
The two main advantages however to using this
type of company are:
There is a limit on the number of directorships
that a director can hold (up to 25 companies).
However, certain company types are not
reckoned in calculating the number of companies
of which a person is a director (for example
subsidiaries of a holding company). Directors
need not be members of the company unless the
Articles of Association so require.
5

an unlimited company may, subject to
its Articles of Association, purchase its
shares from its members and may
reduce its share capital without recourse
to the courts; and

subject to certain conditions being met
an unlimited company is not required to
file a copy of its annual accounts with
the Registrar of Companies. However
unlimited companies which are not
required to file accounts are required to
prepare and file a copy of a special
auditor’s report which must be certified
reputed | experienced | professional
by a director and the secretary of the
company and attached to the company’s
annual return.
involves the sending of a statutory strike-off
notice and is similar to that employed where a
company is in default of its annual return filing
obligations. A company will be removed from the
strike-off list only if the Revenue confirms within
the time limits laid down in the tax legislation
that the required statement has been delivered.
Ongoing Requirements
Under Irish law every company is required to
hold an annual general meeting each year not
more than 15 months after the previous annual
general meeting.
However the first meeting
need only be held within 18 months of
incorporation of the company.
In recent years the Companies Registration
Office has become increasingly active in striking
companies off the register.
Both public and private limited companies are
required to file in the Companies Registration
Office, annual accounts containing certain
financial information with the Annual Return.
These documents will ultimately be documents
of public record.
The extent of the filing
requirements depends on whether the company
is "small" "medium" or "large" as those terms
are defined in the 1986 Companies Act (as
amended).
No annual fee is payable to the Registrar of
Companies to enable a company to remain
incorporated but annual returns containing
details of a company’s share capital, members
and officers, and the amount of indebtedness
secured by charges on the assets of the
company along with audited accounts (unless
the company can avail of exemption) must be
made to the Companies Registration Office. A
fee is payable to the Registrar of Companies to
file the annual return but, provided the return is
filed in a timely manner, the fee is nominal.
Save in the case of the first annual return (see
below), failure to file an annual return for any
one year may lead to strike-off of the company
from the Registrar of Companies and penalties
for the officers of the company in default.
The formation of a limited company provides the
members of that company with immunity from
liability for the company's debts (except in the
case of fraud, when civil and criminal liability can
occur) and the members are liable only to the
extent of any sum due and unpaid in respect of
any shares issued to them.
The annual return of a company is required to
be made up to a date that is not later than its
Annual Return Date. In general terms, the
annual return date is set at six months after the
date of incorporation of the company. The first
annual return of a company must be filed six
months after incorporation but accounts are not
required for this first annual return. A company
may bring its annual return date forward to an
earlier date or it may extend the annual return
to a later date (subject to being able to do so
only once in a five-year period).
Legislation since the early 1990’s increasingly
seeks to combat abuses of limited liability and
generally to bring under tighter control the
activities of controllers of companies. For
example, with some exceptions, a company
making a loan to its own directors is prohibited
and shareholders must approve substantial
property transactions involving directors.
The Office of the Director of Corporate
Enforcement was established in 2001 and is
responsible for encouraging compliance with the
Companies Acts and bringing to account those
who disregard their obligations under company
law.
There is also a strike-off procedure in respect of
companies that have failed to deliver a
statement to the Revenue Commissioners that is
required under tax legislation. This procedure
6
reputed | experienced | professional
Stamp Duty
to be called limited partners, who shall at the
time of entering into such partnership contribute
to the partnership a sum or sums as capital or
property valued at a stated amount, and who
shall not be liable for the debts or obligations of
the firm beyond the amount so contributed.
On the transfer of any shares in a company
(with a market value of over €1,000), stamp
duty of 1 per cent of the consideration is payable
to the Revenue Commissioners. Certain reliefs
and exemptions apply.
Up until late 2005,
capital duty was payable on the issue of, or
increase in a company’s share capital, but this
has now been abolished.
The main purpose behind the creation of such
partnerships was to provide a partnership where
one or more partners limit their liability to
creditors of the firm to their capital contribution
and in return the limited partner is not allowed
to take part in the management of the firm or to
bind his co-partner. In this way the limited
partner can be involved as an investor and
without risk of being liable to an unlimited
extent to creditors.
Partnerships and Limited Partnerships
Partnerships
Persons who do not wish, for taxation or other
reasons, to form a limited company and who are
not concerned about unlimited liability or are
unable to form a company because of
professional regulations, may decide to form a
partnership.
The members of a partnership
regulate their internal affairs by mutual
agreement.
Usually a written partnership
agreement will be drawn up. In addition the
Partnership Act 1890 implies certain terms into
the agreement where there is no provision to the
contrary in the agreement.
Investment Limited Partnership Act 1994
This type of partnership was introduced by the
Investment Limited Partnership Act, 1994 (the
“1994 Act”) to facilitate investment vehicles for
investors interested in collective investment
(fund) opportunities in the Republic of Ireland.
An investment limited partnership is a
partnership between one or more general
partners and one or more limited partners, the
principal business of which is the investment of
its funds in property. A general partner in an
investment limited partnership has unlimited
liability for the debts and obligations of the firm,
while a limited partner is not liable for the debts
and obligations of the firm beyond the amount of
his capital contribution.
When the business name of a partnership does
not consist of the true names of all the partners
it must be registered in the Register of Business
Names which is maintained in the Companies
Registration Office.
Limited Partnerships
In addition to the Partnership Act 1890 there are
two other partnership statutes in operation
namely the Limited Partnership Act 1907 and the
Investment Limited Partnerships Act 1994 which
may apply to limited partnerships.
Sole Trader
This merely involves the operation of a business
under the name of an individual who will have
unlimited liability. A sole trader may operate
under a business name (as may a company or
partnership) and such business name should be
registered in the Register of Business Names by
filing the appropriate forms with the Registrar of
Business Names at the Companies Registration
Office. Such registration does not of itself give
Limited Partnership Act 1907
A limited partnership must consist of one or
more persons called general partners, who are
liable for all debts and obligations of the firm
(i.e. unlimited liability) and one or more persons
7
reputed | experienced | professional
protection for the name of that business but it
may help in any action against a third party
attempting to pass itself off as operating under
the title of that sole trader.
Societas Europaea
A Societas Europaea (“SE”) or European
Company is a form of public limited company
which can operate on an EU-wide basis.
Branch of a Foreign Corporation
There is a minimum capital requirement of
€120,000.
Foreign corporations may carry on business in
Ireland without the necessity of forming a
separate corporation, company or partnership in
Ireland, but there is a requirement under the
Companies Act 1963 that foreign corporations
which maintain a place of business in Ireland
must register with the Registrar of Companies as
an external company on the External Companies
Register and must nominate both an address in
Ireland for the service of notices and a person in
Ireland authorised to accept service of notices.
In January 2007 domestic implementing
legislation which allowed for the incorporation of
an SE in Ireland was introduced.
Future Developments
The Irish Companies Acts 1963–2009 will be
replaced by a new Consolidated Companies Act
to reform, restructure and update company law
in Ireland and which should leave Ireland with a
more simplified and streamlined company law.
The European Communities (Branch Disclosure)
Regulations 1993 apply to the equivalent of an
Irish limited liability company incorporated
elsewhere that establishes a “branch” in Ireland
and requires registration of certain details.
There are some differences between the
requirements
imposed
on
companies
incorporated in the European Union and
companies from other countries.
The Incorporation Process
Any company now incorporated in Ireland must
state the ‘activity’ it will carry on and the exact
place from which it will carry on this activity.
This means that the Irish company must have a
physical address in Ireland. It is important to
note that “activity” is defined as “any activity
that a company may be lawfully formed to carry
on and includes the holding, acquisition or
disposal of property of whatsoever kind.” This
definition is necessarily very broad to allow for
resident companies to be formed for asset
holding purposes.
A branch may have to file annually the financial
statements of the external company of which it
is a branch together with an annual return.
An Irish branch of a foreign company is subject
only to corporation tax on the profits on Irish
branch income, for which it will often get a tax
credit in its home country. Often a branch is
used at the commencement of an Irish operation
when it is loss making so that the losses can be
used in the home country. Where the branch
will be profitable, consideration is often given to
moving the trade into an Irish subsidiary of the
foreign company.
The Procedure for Incorporating an Irish
Company
Documentation Required
A Memorandum and Articles of Association of the
company must be drawn up.
By use of a
standard type Memorandum and Articles,
approved in advance by the Companies
Registration Office, the Registrar of Companies
will incorporate a company within 5 to 10 days
of lodging the documentation (usually just the
8
reputed | experienced | professional
Memorandum and Articles of Association
together with a statutory form recording general
details
about
the
company,
such
as
directors/secretary’s details, registered office
and share capital details).
Directors, Secretary and Registered Office
As mentioned above, every company must have
at least two directors (one of whom must be EEA
resident unless an insurance bond is taken out
or a certificate obtained) and must also have a
secretary who may be one of the directors.
Each of the proposed directors and the secretary
is required to sign a form consenting to being
appointed director and/or secretary. This form
must be completed prior to the lodging of any
documents with the Companies Registration
Office.
It is also possible to “customise” a company’s
documents before incorporation but, because
such documents are not standard pre-approved
documents,
incorporation
takes
longer,
approximately 5-6 weeks.
The potential
disadvantage to using the standard set of
Memorandum and Articles of Association is that
only 3 “variables” are allowed, being the name,
the main objects clause and the authorised
capital of the company. The time saving is,
however, considerable. In any event, the
standard Memorandum and Articles can be
altered after incorporation to suit specific needs
if that should be necessary.
The company must by law have a registered
office in Ireland.
All information in relation to directors and the
company secretary of a company is available for
inspection by the public on the payment of a fee
in the Companies Registration Office.
Corporate Name
The information to be provided to the
Companies Registration Office in respect of the
directors is as follows:
A company’s name can be reserved in the CRO
for a period of 28 days before incorporation.
The name is only secured when the Certificate of
Incorporation issues. Even then, albeit in limited
circumstances, one can be obliged to change a
name by the relevant government department.
It is not possible to reserve a change of name
after incorporation and it is advisable to furnish
a number of names for possible use, marked in
order of preference.
Shares and Membership/Capital
Requirements
The company must determine its authorised
capital, which can be in any legal denomination
or currency. The issued share capital may be in
any particular amount depending on the
requirements in each case - there is no
minimum requirement in relation to private
companies. The authorised capital can be any
amount and no extra cost is incurred
irrespective of the level of the authorised capital.

Full names - initials will not suffice, and
any former surname and/or forename;

Residential address;

Nationality;

Business description (occupation);

Date of birth; and

Details of any other directorships
whether in Ireland or elsewhere held
over the last ten years.
The information required in relation to the
secretary is:
9

Full name, again no initials, and any
former surname and/or forename; and

Residential address.
reputed | experienced | professional
The proposed directors and the company
secretary of a new company must sign their
consent to act as officers of the company. In
addition, one of the directors, the company
secretary or a solicitor engaged in the formation
of a new company must swear compliance with
the requirements as outlined before a practising
solicitor, Commissioner for Oaths or a Notary
Public. The completed documentation and the
Memorandum and Articles of Association will
then be lodged with the Registrar of Companies.
form with the Revenue Commissioners within 30
days of commencing business.
Information to be included on Public
Documents & Company Websites
Under the Companies Acts 1963-2009 limited
liability companies are already required to
include the following details in their business
letters and order forms:
Company law does not differentiate between
executive and non-executive directors but the
former is expected to have a greater knowledge
of the company’s day-today affairs. In the case
of fraud, reckless trading and other specified
breaches of the Companies Acts 1963–2009, a
director can be held personally liable for the
debts of the company.
1.
the name of the company and its legal
form;
2.
the place of registration of the company,
the number with which it is registered and
the address of its registered office;
3.
the present and any former forename (or
initial of same) and surname of every
director and shadow director of the
company and his/her nationality if not
Irish;
4.
in the case of a company exempt from the
obligation to use the word “limited” or
“teoranta” as part of its name, the fact that
it is a limited company;
5.
in the case of a company that is being
wound-up, that fact that it is so;
6.
if, on any letters or order forms there is a
reference to the share capital of the
company, the reference shall be to the
paid-up share capital.
Other Statutory Filings
Apart from the annual filing requirement, any
changes to the Memorandum and Articles of
Association, authorised and issued share capital,
directors or secretary of the company or the
registered office of the company, must be
submitted to the Registrar of Companies within
time limits as set out in the Companies Acts
1963-2009. In most cases the changes must be
notified to the Companies Registration Office
within 14 days.
Banks usually require loans to be secured either
by way of a debenture on the fixed and floating
assets of a company or by way of mortgage
from an individual or company over some
specific asset. Often banks may also require
personal guarantees from the principals involved
in a business venture. It is necessary to register
the creation of a debenture, mortgage or other
charge over any asset of the company in the
Companies Registration Office within a period of
21 days from the creation of the charge.
The
European
Communities
(Companies)
(Amendment) Regulations 2007, introduced
requirements regarding the information to be
displayed on company websites and electronic
communications. The aim is to provide
consumers and creditors with certain basic
information in relation to the companies with
which they are dealing. With the exception of
number 3 above, every limited liability company
must also identify this information on their
All newly incorporated Irish companies must file
basic company information in the prescribed
10
reputed | experienced | professional
homepage, and to include it in all email and fax
communications.
There are penalties for failure to comply with the
regulations and a further fine may be imposed
for each day that the offence is continued
following conviction.
The requirements do not apply to unlimited
liability companies or branches of foreignregistered bodies corporate.
11
reputed | experienced | professional
CHAPTER 3
IDA Ireland
IDA Ireland (the “IDA”) is an autonomous state
agency vested with the task of promoting inward
investment into Ireland and should be one of the
first points of contact for anyone considering
inward investment into Ireland.
It supports
almost 1,000 companies in Ireland.
DEVELOPMENT AGENCIES
Many factors contribute to Ireland being such an
attractive location to do business, including its
location, a low corporate tax rate, an Englishspeaking highly skilled graduate workforce and
the fact that the Irish Government actively
promotes foreign direct investment.
Its current focus is to secure investment from
new and existing clients in areas such as high
end manufacturing, global services (including
financial services) and research, development
and innovation.
In the 2011 IMD World Competitiveness
Yearbook, Ireland ranked fourth in the world in
terms of availability of skilled labour and
openness to new ideas. Irish labour productivity
is reported to surpass that of the US, UK,
Germany, France and Japan.
Within these areas, key sectors for investment
include Life Sciences (Pharmaceutical and
Medical
Technologies),
Information
Communications Technology (ICT), Engineering,
Professional Services, Digital Media, Consumer
Brands and International Services.
There are a number of incentives available to
inward investors in Ireland which consist of tax
incentives and financial assistance.
Financial inducement provided by the State,
which is usually in the form of grants, is
administered by a number of different
government agencies each with its own area of
particular interest.
The IDA is also actively pursuing up-and-coming
spheres such as clean technology, convergence
and services innovation, which are suited to the
Irish experience and skill-set. The IDA believes
that Irish geography and climate provide an
ideal environment for clean technology.
The skills levels and the numbers of people likely
to be employed in a project are crucial factor.
Other key determinants of the availability and
level of grant assistance are:
The IDA has its head office in Dublin and has
overseas offices in many locations throughout
the world.

the activities
Ireland;

how such activity fits in with industrial
policy;

the permanency
activity;

to
be
of
carried
the
out
IDA Ireland
Wilton Park House
Wilton Place
Dublin 2
Ireland
Tel: +353 (0) 1 603 4000
www.idaireland.com
in
proposed
In addition to providing grants, some of the
other services that the IDA provides are:
the geographical location of the project
within Ireland with the highest level of
grants
usually
being
granted
to
businesses based outside of the Dublin
region.

12
providing information on key business
sectors and locations (generally or within
specific regions) within Ireland;
reputed | experienced | professional

assisting in setting up a business in Ireland;

introducing potential investors to local
industry, government, service providers and
research institutions;

offering advice on property solutions; and

offering non-financial support to help
overseas
companies
assess
Ireland’s
suitability as a location for a new investment
or expansion project.
companies who are searching for world-class
Irish suppliers.
However it is in its role as assisting indigenous
Irish companies that it is best known. Its clients
are mainly:
Shannon Development
Shannon Development was founded in 1959 and
is a government owned, regional development
agency, which is dedicated to the promotion of
the Shannon Region in Ireland. Its brief is to
create demand for Shannon National Airport and
drive regional economic development in the
wider Shannon area, known as the Shannon
Region. This covers an area of some 10,000
square kilometers spanning counties Clare,
Limerick, North Tipperary, South Offaly and
North Kerry, which collectively has a population
of over 450,000 people.

High potential start-up companies;

Irish manufacturing and internationally
traded services companies that are small
or medium sized;

large companies that employ over 250
people; and

overseas food and natural resources
companies operating in Ireland.
Enterprise Ireland also administers National and
EU supports for building technological innovation
capability and co-operation between industry
and higher educational institutions. It also
provides a range of services to help international
business access and evaluate appropriate and
competitive sources of supply in Ireland.
Enterprise Ireland’s key focus for Irish
companies
is
funding
supports,
export
assistance, supports to develop competitiveness,
incentives to stimulate in-company R&D,
assistance
with
R&D
collaboration
and
connections and introductions to customers
oversees.
The range of grants available from Shannon
Development is broadly similar to that offered by
the IDA.
Shannon Development
Head Office
Shannon Town Centre
Shannon
Co. Clare:
Tel: +353 (0)61 361555
Enterprise Ireland services are accessed through
an Enterprise Ireland development adviser who
has sectoral experience familiarity with all
stages of business development from fledgling
companies, to SMEs and through to Irish
international businesses.
www.shannondevelopment.ie
Enterprise Ireland
Enterprise Ireland
East Point Business Park
Dublin 3
Tel: +353 (0) 1 72 72 000
Enterprise Ireland is the state agency that
promotes FDI into Ireland in the food and
natural resources sectors. Enterprise Ireland
also provides assistance for international
www.enterpriseireland.com
13
reputed | experienced | professional
Údarás na Gaeltachta
criteria significant levels of grant-aid of up to
50%
of
project
costs
are
available:
www.fp7ireland.com
Údarás na Gaeltachta (“Údarás”) was established
in 1980 and is the regional authority responsible
for
the
economic,
social
and
cultural
development of the “Gaeltacht”. The term
“Gaeltacht” is used to denote those areas in
Ireland where the Irish language is the
communal language of the local population. The
aim of Údarás is to ensure Irish remains the
main language of the region and is passed on to
future generations.
In addition to the financial assistance through
tax credits for R&D, Ireland is funding third-level
research with the individual universities, the
Higher Education Authority (HEA) and Science
Foundation Ireland (SFI) to develop academic
research into innovative products and services.
Renewable energy projects also receive financial
funding from the REFIT scheme operated by the
Department of Communications, Energy and
Natural Resources: www.dcenr.gov.ie. Tax relief
for corporate investment in renewables energy
projects has been extended until 2014.
Údarás encourages investment in the Gaeltacht
through a range of generous incentives for new
enterprises and through support and assistance
for existing businesses and supports businesses
in developing new markets, technologies,
products
and
strategic
alliances through
research and development. Gaeltacht companies
span a range of commercial sectors, including
tourism, fish processing and aquaculture,
renewable energy, food, life sciences, ICT, niche
manufacturing, audio visual and digital media,
arts and crafts.
Certain indigenous companies obtain funding
from
private
investors
under
the
new
Employment and Investment Incentives (EII)
Scheme, introduced in the Finance Act 2011
which replaces the Business Expansion Scheme.
The range of assistance that Údarás offers is
broadly similar to that offered by the IDA but
the grant rate for this area is typically one of the
highest offered in Ireland.
Údarás na Gaeltachta
Co Galway
Tel: + 353 (0)91-503100
www.udaras.ie
Further Assistance
Ireland
encourages
FDI
and
indigenous
investment that will develop its knowledge based
economy.
Companies operating in Ireland are also eligible
to apply for grants from the EU. One of the
main grant schemes relevant for business is the
“Framework Programme for Research and
Development” (FP). FP7 commenced in 2007
and will run until 2013. Subject to eligibility
14
reputed | experienced | professional
CHAPTER 4
The main types of tax are set out below.
Corporation Tax
TAXATION
Ireland’s tax rate ranks as one of the lowest
rates in the world, comparing favourably with
countries such as the United Kingdom (26%)
and Germany (30%).
Ireland’s tax system collects tax by both direct
and indirect means. Liability to direct taxation in
Ireland is generally based on residence whilst an
indirect taxation liability is usually referable to
the value of the chargeable item. Specialised
tax advice should always be obtained when
considering investment in Ireland.
The standard rate of corporation tax for active or
trading income earned by an Irish resident
company is 12½% unless the trading activity is
carried on wholly outside Ireland where a 25%
rate applies. A higher corporation tax of 25%
also applies on (passive) non-trading income,
chargeable capital gains and dealing in
undeveloped non-residential land.
Special
arrangements exist for certain residential land
transactions.
Corporate taxpayers and the self-employed must
calculate their tax liability on a self-assessment
basis and then submit returns and payment to
the Revenue Commissioners.
The Revenue
Commissioners administer the tax code and
have general legislative provisions to counter tax
avoidance. The tax year follows the calendar
year.
Corporation tax is payable in respect of taxable
profits of a company for an accounting period.
Direct tax, stamp duty, VAT and capital
acquisitions tax legislation has been consolidated
by the Taxes Consolidation Act 1997 (TCA), the
Stamp Duties Consolidation Act 1999 (SDCA),
the Value-Added Tax Consolidation Act, 2010
(VATCA) and the Capital Acquisitions Tax and
Consolidation Act 2003 (CATCA) respectively.
This legislation has been constantly updated and
amended by subsequent legislation, most
notably the Finance Act which follows the budget
passed by the Irish Parliament each year.
Save for small companies and start-ups,
preliminary tax is due in the month prior to the
end of a company’s accounting period for
companies with a tax liability less than €200,000
in the previous accounting period. A company
must submit the balance of tax (if any) and its
return of profits, chargeable gains and other
particulars 9 months after the end of its
accounting period of the company. If it is late, it
may incur restrictions of allowances and reliefs
in addition to surcharge, penalty and interest.
Ireland has entered into many double taxation
treaties with other countries which generally
provide either for credit in the country of
residence for the tax paid in the country of
source or for exemption in the country of source.
Where there is no tax treaty, foreign tax is
generally allowed as a deduction from foreign
income rather being permitted as a tax credit,
but certain unilateral credit relief is given in
respect of foreign dividends, interest and foreign
branch profits. An up to date list of all the
countries with which Ireland has entered into a
double taxation treaty can be found at
www.revenue.ie
Companies with a tax liability of over €200,000
in the previous accounting period must pay
preliminary tax in two instalments. The first
instalment is payable in the sixth month of the
accounting period (i.e. June for a company with
calendar year accounts) and the amount payable
will be 50% of the corporation tax liability for
the preceding accounting period or 45% of the
corporation tax liability for the current
accounting period. The second instalment will be
payable (as before) in the eleventh month of the
accounting period (i.e. November for a company
with calendar year accounts) and the amount
15
reputed | experienced | professional
payable will bring the total preliminary tax paid
to 90% of the corporation tax liability for the
current accounting period.
calculated in comparison to the base year of
2003. This incentive encourages companies to
undertake new and/or additional R&D activity in
Ireland. The R&D tax credit is available to Irish
companies and branches within the charge to
Irish corporation tax, on the incremental cost of
in-house, qualifying R&D undertaken within the
EEA.
A new or start-up company with a first year
liability of €200,000 or less is not required to
pay preliminary tax in respect of its first
accounting period. Similarly a small company,
being one that has a corporation tax liability
threshold of less than €200,000, has the option
of paying preliminary tax at the lower of 90% of
the final liability of the current period or 100%
of the liability of the previous period.
This R&D tax credit is in addition to a tax
deduction at 12.5% for R&D expenditure in
Ireland, giving an effective tax saving of 37.5%.
If the R&D tax credit is not fully utilised in a
particular year, it can be:
New companies that commence trading in 20122014 may also obtain relief where its total
corporation tax liability for a 12-month
accounting period does not exceed €40,000. A
qualifying new company with a corporation tax
liability up to this amount will have its
corporation tax liability reduced to nil. The
maximum relief over 3 years is €120,000
(€100,000 for companies engaged in the
transport sector). There is a sliding scale of
marginal relief where the corporation tax liability
for a 12-month accounting period exceeds
€40,000 but is less than €60,000. From January
2011, the value of the relief is linked to the
amount of employers’ PRSI paid by a company
in an accounting period, subject to a maximum
of €5,000 per employee and an overall limit of
€40,000.

(subject to conditions) claimed as a cash
refund from Revenue (spread over three
accounting periods);

carried back against the preceding period’s
corporation tax liability; or

carried
forward
corporation tax.
indefinitely
against
The expenditure must be undertaken in a
scientific or a technological field.
Useful
guidance on what constitutes qualifying R&D
activities has been provided by the Revenue
Commissioners. Qualifying spend includes both
revenue and capital expenditure including
buildings, machinery, related overheads and
salaries.
Incentivised reduced corporation tax for locating
companies in specified areas or carrying out
specified manufacturing activities are being
phased out but other credits, reliefs, deductions
and exemptions are available in certain
circumstances.
For example, 20% of the
incremental expenditure on research and
development since 2003 can be offset against a
company’s corporation tax liability in the tax
year in which it is incurred.
Details on intellectual property tax advantages
are contained in Chapter 6.
Capital Gains Tax (CGT)
Both companies and individuals are liable to tax
on a gain made on the disposal of chargeable
assets at the current rate of 30% but rezoned
development land is treated differently.
An
individual is liable to capital gains tax whereas a
company is liable to corporation tax on the gain.
Research & Development Tax Credit
Ireland has had a 25% tax credit for incremental
research and development (“R&D”) spend
16
reputed | experienced | professional
Irish resident companies are liable to tax on
capital gains arising from the disposal of
chargeable assets wherever located.
There are reliefs, deductions and exemptions
available in certain circumstances; a notable
example being that the first €1,270 of an
individual’s chargeable gain is exempt. In an
effort to stimulate the property market, no CGT
is payable on the disposal of property held for
seven years which is acquired between 7th
December 2011 and 31st December 2013.
A non-resident company trading in Ireland
through a branch or agency is liable to
corporation tax on any chargeable gain arising
on the disposal of assets situated in Ireland that
are held for the purposes of the trade
attributable to that branch or agency.
Holding Company Benefits
A non-resident company not carrying on a trade
in Ireland through a branch or agency is subject
to capital gains tax on the disposal of certain
specified assets relating to real estate, minerals
or exploration rights or on unquoted shares
deriving their value therefrom (Specified
Assets).
Ireland is a favourable holding company
location. Its main advantages is a capital gains
tax exemption for the disposals of shares in
subsidiary companies and an improved tax credit
system for dividends and interest received from
foreign subsidiaries. These provisions, combined
with a number of existing tax features make
Ireland a very attractive jurisdiction for holding
and trading companies.
The domicile and residency rules determine
whether an individual is subject to capital gains
tax on the disposal of assets. An individual who
is resident or ordinarily resident in Ireland and
domiciled in Ireland for a year of assessment is
liable to CGT on the disposal of assets wherever
situated. An individual who is neither resident
nor ordinarily resident in Ireland is liable only on
chargeable gains made on the disposal of
Specified Assets. An individual who is resident or
ordinarily resident in Ireland, but not domiciled
in Ireland, is liable to CGT on the disposal of
assets outside Ireland and the United Kingdom,
only to the extent that the proceeds are remitted
into Ireland.
CGT Exemption for a Holding Company
The Irish holding company regime allows for a
capital gains tax exemption on disposal of
qualifying shareholdings (≥ 5%) in companies
resident in an EU member state/double tax
agreement partner country. The exemption
extends to disposals of certain assets related to
shares, including options over shares, options to
acquire securities convertible into shares or
securities convertible into shares or options.
Dividend Treatment
Generally companies calculate a chargeable gain
and complete it as part of their corporation tax
returns. Individuals must make a return by the
following 31st October. Individuals must pay any
CGT liability in respect of a disposal made
between 1st January and 30th November in a
given tax year by 31st December of that year.
Any CGT liability arising on a disposal made after
30th September and before 31st December is
payable by 31st January of the following tax
year.
There is a reduced 12.5% tax rate for qualifying
foreign dividends received by an Irish resident
company from companies resident in an EU
member state/double tax agreement partner
country. Where the dividend is paid out of a mix
of trading profits and non-trading profits, only
that part attributable to the trading income only
will be taxed at 12.5%. The balance will be
taxed at 25%.
Where 5% or more of the ordinary share capital
of a foreign company is held by the Irish
17
reputed | experienced | professional
company, a tax credit will be given for both the
foreign withholding taxes paid on such dividends
and for underlying corporate taxes paid by the
paying company in its home jurisdiction. This
credit extends to state and local taxes.
Ireland has a wide range of double taxation
agreements with other countries and through EU
member states but even in the absence of a
double
taxation
agreements,
unilateral
provisions within domestic Irish tax legislation
allow credit relief against Irish tax for foreign tax
paid in respect of certain types of income.
Irish tax resident holding companies use excess
tax credits on one source of foreign dividend as
an offset on the corporate tax payable on
another source of foreign dividend received are
entitled from different companies in different
jurisdictions. Credits that cannot be so pooled
may be carried forward to future years. Pooling
is also available to branches of foreign branches
of Irish resident companies. Where (i) the Irish
company receives foreign branch income, and
(ii) the foreign tax suffered exceeds the Irish tax
on the foreign branch income, then the excess
may be set-off against Irish tax on other foreign
branch income of the Irish company in the year
concerned.
Income Tax
Irish residents are usually liable to income tax
on worldwide income and gains. Non-residents
are usually only liable to income tax on Irishsourced income.
Ordinary residence and
domicile are also major factors in determining
the extent of an individual’s liability.
Employee PRSI and the USC (universal service
charge) are charged in addition to any income
tax.
All monetary benefits of employment are
potentially subject to income tax, PRSI and the
USC.
Credits,
reliefs,
deductions
and
exemptions
are
available
in
certain
circumstances. Income tax, employee PRSI and
the USC is deducted at source and remitted
monthly for employees under the Pay As You
Earn system (PAYE).
Certain interest received from associated
companies in double tax treaty jurisdictions may
also avail of pooling.
When an Irish company makes distributions,
dividend withholding tax can be avoided in
certain circumstances including where the
recipient is resident in an EU member
state/double tax agreement partner country.
Where an employee must relocate his residence
for work purposes, an employer may pay for or
reimburse an employee free of tax for certain
relocation costs.
Also, a special assignment
relief programme introduced in 2012 shall
provide an incentive to encourage a skilled
workforce to come to Ireland
Double taxation agreements and/or favourable
domestic legislation minimise the withholding
tax payable by recipients of royalties and
interest.
In addition to preferential treatment of dividend
income
received,
no
controlled
foreign
corporation rules or thin capitalisation rules, the
interest deduction to acquire shares in trading
companies is available.
In order to support Ireland’s export drive a
foreign earnings deduction applies from 2012
where an employee spends a minimum of 60
days developing export markets in Brazil,
Russia, India, China and South Africa.
Transfer pricing rules have been introduced but
only apply to large connected enterprises that
are availing of the low corporation trading tax
rate of 12.5% and where the taxable profits are
understated.
For the self-employed, payment of preliminary
tax is due on 31st October in the year of
18
reputed | experienced | professional
31st
Salaries and wages paid to Irish resident
employees are subject to deduction of
income tax and USC by their employer
under the pay as you earn (PAYE) system.
Employers are required to make an additional
employer related pay related social insurance
(PRSI) contribution on behalf of each employee,
usually at a rate of 10.75%. There is a reduced
employer’s PRSI rate of 8.5% in certain
circumstances.
A PRSI exemption has been
introduced to encourage employers to recruit
individuals
who
have
previously
been
unemployed.
Irish resident companies must withhold tax
at the standard rate of 20% on interest
paid to foreign corporation shareholders
and on dividends paid to shareholders,
subject to certain exemptions. However
exemption is usually available where the
recipient is a resident of the EU or a
country with which Ireland has a double tax
treaty.
assessment with the balance due on
October following the year of assessment.
PRSI and USC
On the disposal of Specified Assets or assets of a
business carried on in Ireland in excess of
€500,000, a purchaser must withhold 15% of
the purchase price and pay it to the Revenue
Commissioners
unless
the
Revenue
Commissioners have issued a certificate to the
contrary prior to the sale proceeding.
Employees earning less than €352 per week are
exempt from making an employee PRSI
contribution. An employee’s PRSI contribution is
4%, in addition to the health contribution of 2%
which has no cap, both of which are withheld at
source
by
the
employer.
Self-employed
individuals must pay a PRSI rate of 4% in all
income. There is also a 3% surcharge for selfemployed income exceeding €100,000.
Payments for professional services made by a
wide range of government departments and
state funded bodies are subject to a professional
services withholding tax which can then be
credited against the payee’s ultimate tax
liability. In the absence of a certificate from the
Revenue Commissioners, a payment made by a
main contractor to an authorised subcontractor
in a “relevant contract” (generally being in a
primary industry) is liable to relevant contracts
withholding tax which is deducted at 35%.
The Universal Social Charge is a tax payable on
gross income, including notional pay, after any
relief for certain capital allowances, but before
pension contributions.
The USC rates in 2011 are:


2% on the first €10,036;
4% on the next €5,980; and

7% on the balance.
Stamp Duty
PRSI and the USC are in addition to any income
tax payable by an employee.
Stamp duty is chargeable on certain instruments
and certain transactions and is affixed onto the
instruments.
The duty is calculated as a
percentage of the consideration of the
transaction (ad valorem duty) in most instances.
However, sometimes a fixed duty applies
regardless of the value of the transaction. Antiavoidance measures deem the consideration
paid to be the market value of the asset
transferring for the purposes of determining the
stamp duty.
Withholding Taxes
Ireland has no withholding taxes as such
separate from the normal corporation tax and
income tax structures, but the term “withholding
tax” is often used to note the deduction of
corporation tax or income tax at source from
various payments.
19
reputed | experienced | professional
Stamp duty is payable by the transferee of the
asset and is due 30 days after the execution of
the relevant document. The residence of the
parties to the instrument or transaction does not
determine whether stamp duty is payable;
rather the instrument or transaction becomes
stampable if:
as goodwill under a business transfer agreement
is stampable at 2% in the same way as the
transfer of non-residential property.
1. the instrument of transfer is executed in
Ireland; or alternatively
There are reliefs, deductions and exemptions
available in certain circumstances including for
associated company transactions.
Transfers of certain types of intellectual property
(such as trademarks, patents, copyright) are
exempt from stamp duty.
2. no matter where the instrument is executed,
if it relates to Irish property or to matters or
things done or to be done in Ireland.
Capital Acquisitions Tax
Capital Acquisitions Tax (CAT) is a tax on the
market value of a gift or inheritance.
The
general rule is if the donor and donee are
resident or ordinarily resident in the State and
the asset is situated in the State, it is subject to
CAT.
Transfers of property, stocks and shares and are
subject to ad valorem duty. Stamp duty on
property is determined by whether it is nonresidential or residential property and the
property’s value.
The relationship between the donor and donee
determines the tax-free threshold which is
allowed.
The asset received by a donee is
aggregated with other property received by that
donee from people in the same group threshold.
The excess is chargeable to CAT at 30%.
The transfer of non-residential property is
stampable at 2% on the entire consideration.
The transfer on residential property is stampable
at 1% on the first €1,000,000 consideration paid
and 2% on the excess. Many previously
available reliefs were abolished in December
2010.
There are reliefs, deductions and exemptions
from CAT available in certain circumstances; one
of significance being that if CAT is chargeable on
an asset and the same event gives rise to a CGT
charge, then the CGT charge paid can be
credited against such CAT charge.
A lease is chargeable to stamp duty on both the
premium/fine and the rent payable under the
lease. The duty chargeable on the premium is at
the rate applicable to residential or nonresidential property as appropriate. Duty on rent
varies according to the term of the lease.
However duty on rent for a commercial lease of
less than 35 years is 1% of the average annual
rent. In certain circumstances, value added tax
may also be payable to the Revenue
Commissioners on the creation of the lease or on
the transfer of property.
Value Added Tax (VAT)
Value-added tax is levied on goods and services
supplied in Ireland in the course of a business
and on goods imported into the State from
outside the EU. VAT is also chargeable on intraEU acquisition of goods by VAT registered
persons.
VAT is chargeable on the total
consideration
which
the
taxable
person
supplying the goods is entitled to receive. The
principal rate is 23% but there are also rates of
13½%, 10%, 9%, 5.2%, 4.8%, 0% and
exempt. An entity with a turnover of more than
The stamp duty chargeable on a stock or share
transfer is 1% of the entire consideration but
there is an exemption for de minimus values and
for dealings by stock exchange firms and
intermediaries of shares quoted on public
exchanges. A transfer of intangible assets such
20
reputed | experienced | professional
€37,500 in the case of services and €75,000 in
the case of goods must register for VAT.
There are no taxes on net wealth, or corporate
net wealth, in Ireland.
The
rules
governing
VAT
on
property
transactions was simplified on 1st July, 2008,
ensuring more equitable terms for taxpayers.
Other Miscellaneous Taxes
Local taxes (rates) are levied annually by local
authorities on the occupiers of commercial
premises. Rates are based on the notional
annual rental values of the property. These vary
widely, depending on when the property was
valued and its location.
Nominal residential property taxes, pension fund
levies and carbon taxes have been introduced
and it is expected that their scope will be
extended.
Charges are payable for the disposal of
residential waste. Environmental levies such as
plastic bags, incineration and landfills have all
been introduced. Further environmental taxes
are expected and water charges are to be
introduced.
Vehicle Registration Tax (VRT) is charged on the
first registration of a vehicle in Ireland It is
determined solely with reference to the carbon
dioxide emissions – lower emissions vehicles
shall attract reduced ad valorem VRT rates. This
shall be reviewed in 2012.
Excise duties are consumption taxes charged on
a limited number of goods namely tobacco
products, mineral oils and alcoholic beverages.
Customs duties are charged on goods imported
from outside the EU.
A profit resource rent tax on oil and gas
production is operated on a graded basis, from
5% to 15% depending on profitability, in
addition to the 25% corporation tax currently
employed.
21
reputed | experienced | professional
CHAPTER 5
the use of the premises, to ensure compliance
with planning regulations and other similar
matters. Such leases provide for the payment of
a current market rent, such rent to be reviewed
on a five year basis to the then market rent for
the property. Upward only rent reviews on new
leases have recently been prohibited by
legislation. Planned legislation to ban all upward
only rent reviews is been withdrawn.
PROPERTY
Ownership of Land
In Ireland there are two registers where
title/ownership may be registered, namely, in
the Registry of Deeds and in the Land Registry.
However registration in the Registry of Deeds is
being phased out with all property being
compulsorily registerable in the Land Registry
since 1 June 2011. Generally title to property
registered in the Land Registry is protected by a
state guarantee.
On the expiration of the term of the lease, a
tenant is entitled, on the service of an
appropriate notice of intention to claim a new
lease. The provisions as regards the renewal of a
tenancy are contained in the Landlord and
Tenant (Amendment) Act 1980 as amended by
the Landlord and Tenant (Amendment) Act
1994. It sets out the limited circumstances in
which a Landlord can refuse to grant a new
lease; if the landlord wishes to exercise such an
option, compensation would be payable to the
tenant in respect of his removal from the
premises.
Stamp duty is payable on the transfer of
property or on the creation of a lease as set out
in Chapter 4.
Real Property
Real property is that held in fee simple or
freehold and therefore held outright forever,
usually without the payment of rent and usually
without any restrictive covenants.
Also the Civil Law (Miscellaneous Provisions) Act
2008 permits renunciation of a tenant’s rights
for a new tenancy both before and during the
course of tenancy. If a tenant executes such a
renunciation, it will automatically waive any
rights that it may have to compensation under
Section 16 of the Landlord and Tenant
(Amendment) Act 1980 on quitting the
tenement.
However the tenant’s right to
compensation for improvements under the 1980
Act would not be affected by a renunciation.
Leasehold Property
In relation to commercial properties, the normal
type of commercial lease has, for many years,
been for a term between 20 and 35 years.
However due to a current over-supply, shorter
terms or break options very five or ten years are
currently being negotiated between landlords
and tenants. Rents are usually calculated on a
square footage basis. There may be VAT
chargeable against the tenant based on the rent
paid and it is important that the tenant is
registered for VAT and can recover this VAT
liability where applicable. The occupier is also
liable for rates (a local authority service tax
charge).
If a right to claim a new tenancy is based on
business equity, the duration of the new tenancy
is fixed at 20 years or such a term as the tenant
may nominate, but not less than five years. In
the event of the right to a new tenancy being
based on long possession or improvements
equity, the term of the new tenancy may be up
to 35 years or such lesser term as the tenant
may nominate.
Such leases incorporate strict covenants and
conditions requiring the tenant to keep the
premises in good repair, to insure, to regulate
22
reputed | experienced | professional
Planning Controls
monitoring,
reporting,
investigative
and
enforcement
powers.
Much
of
Ireland’s
environmental and waste legislation originates
from the EU. Where a company breaches such
legislation, its directors may incur personal
liability.
Planning permission is required for any
development on land. Application must be made
to the relevant Planning Authority for permission
to erect any buildings, to make alterations or
additions to existing buildings or to change the
use of any land or buildings. Planning and land
use controls are regulated by the local planning
authority in the area where any development is
carried out. The Planning Authority may grant
permission with or without conditions, or refuse
permission.
When a building is constructed, sold or rented a
Building Energy Rating Certificate detailing its
energy consumption must be provided to the
prospective purchasers or tenants.
The
Certificate must be accompanied by an Advisory
Report and it is valid for 10 years unless there is
a material change in the building, for example
an extension, a significant deterioration in the
fabric of the building or a change of heating
system or type of fuel used in it. Section 3 of
the European Communities (Energy Performance
of Buildings) Regulations 2006 sets out the
categories of buildings which are exempted
which include national monuments, protected
structures, buildings used as a place of worship
and certain agricultural and industrial buildings.
Certain large scale environmental, transport and
energy infrastructure may be classified as
strategic infrastructure for which a fast track
planning process will apply and in such cases
application for planning permission is made
directly to the Planning Board (An Bórd
Pléanala).
If the application is made to the Planning
Authority the applicant and third party objectors
can appeal the Planning Authority’s decision to
the
Planning
Board.
For
a
strategic
infrastructure application there is no appeals
mechanism.
However the decisions of the
Planning Authority or of the Planning Board may
be subject to an application for judicial review to
the High Court.
The Planning Authority has responsibility for
regulating enforcement of planning.
Environment
For certain large scale developments and all
strategic
infrastructure
projects,
an
Environmental Impact Statement must be
submitted with the planning application.
Planning Authorities also regulate and permit the
operations of less intensive environmental
activities whilst the national environmental
authority, the Environmental Protection Agency
(EPA), regulates larger scale environmental and
waste operations.
The EPA has extensive
23
reputed | experienced | professional
CHAPTER 6
maximum period of 25 years subject to renewal
every 5 years.
INTELLECTUAL PROPERTY
It is also possible to register a Community
design right which applies throughout the EU.
Combined with tax advantages and an
experienced
workforce
Ireland’s
secure
regulatory environment makes it a central hub
for the creation and exploitation of intellectual
property.
Ireland also offers protection in respect of
unregistered
community
designs.
No
registration of these designs is required but they
offer more limited protection.
The term of
protection is 3 years from the date on which the
design is first made available to the public.
Copyright
The Copyright and Related Rights Act 2000 (the
“2000 Act”) sets out the law relating to
copyright in Ireland. Under the 2000 Act
copyright can subsist in original literary,
dramatic, musical or artistic works; in sound
recordings, films, broadcasts or cable programs;
in the typographical arrangement of published
editions; and in original databases. Copyright
arises automatically and no registration of the
work is required.
Patents
Under the Patents Act 1992 (“1992 Act”) (as
amended by the Patents (Amendment) Act
2006) an invention is patentable if it is new,
involves an inventive step and is capable of
industrial application. An invention is considered
as capable of industrial application if it can be
made or used in any kind of industry including
agriculture. The granting of patent confers a
monopoly on the owner in respect of its
invention. Subject to the payment of renewal
fees, patents are granted for a term of 20 years,
in the case of long-term patents, and 10 years,
in the case of short-term patents.
The term of protection of copyright varies
depending on the work. The term of protection
for original literary, dramatic, musical or artistic
works and for original databases is the life of the
author plus 70 years.
Ireland is a party to the Patent Co-operation
Treaty and the European Patent Convention.
The Patent Co-operation Treaty provides a
process for making a single application
specifying the member countries in which
protection is sought.
The European Patent
Convention provides a single route to the grant
of a European patent, which then operates as a
bundle of national patent rights in each of the
member countries designated by the applicant.
The 2000 Act implements the EC directive on
databases (96/9/EC) which creates the sui
generis database right which gives protection to
databases (whether or not they are a copyright
work) where there has been a substantial
investment in obtaining, verifying or presenting
the contents of the database. The duration of
the database right is 15 years from the end of
the calendar year in which the database was
created.
Trade Marks
Designs
Trade marks are protected by statute through an
action for trade mark infringement and at
common law through an action in passing off.
The Industrial Designs Act 2001 provides for the
registration and protection of industrial designs
Registration of a design gives the proprietor the
exclusive right to use the design and authorise
others to use it. The design rights last for a
24
reputed | experienced | professional
Statutory Protection
regulate the selling of goods or services to
consumers “at a distance”, for example over the
phone or the internet.
The Trade Marks Act 1996 provides a system of
registration for signs which are capable of being
represented graphically and of distinguishing
goods or services of one undertaking from those
of another. The registration of a national trade
mark gives its proprietor the exclusive right to
use the trade mark in Ireland in respect of the
goods and services for which it is registered.
Registered trade marks are registered initially
for a 10 year period and this term can be
renewed indefinitely for successive 10 year
terms on payment of a renewal fee.
The European Communities (Distance Marketing
of Consumer Financial Services) Regulations
2004 and 2005 implement the Distance
Marketing of Financial Services Directive
2002/65/EC in Ireland.
These Regulations
regulate the distance selling of financial services.
Domain Registry in Ireland
There are several top-level domains under which
you can register an internet address. The most
common TLDs (from an Irish viewpoint) are
.com, .eu, .net and .org. The TLD for Ireland is
.ie.
In addition, protection of a trade mark can be
obtained by applying for a Community trade
mark.
The Community trade mark give
protection throughout the EU. Ireland is also a
party to the Madrid Protocol which provides a
system for making a single application
designating the member states in which
protection is sought.
To apply for an “.ie” domain name the applicant
must demonstrate a real and substantive
connection with Ireland. This requirement can
be satisfied by having a registered place of
business
in
Ireland
or
by
providing
documentation of an intention to trade in
Ireland.
Where the applicant has a branch
registered in Ireland, the company registration
number must also be included on the application
form.
Passing Off
Passing off is a common law action that seeks to
protect the goodwill that may have been built up
in a business. It provides a cause of action in
respect of trade marks that have acquired
reputation and goodwill. An action may arise
where one trader makes a misrepresentation to
customers that is calculated to injure the
business or goodwill of another trader and which
causes such damage or will probably do so.
A new domain name can be registered by
contacting an internet service provider (“ISP”) or
by submitting an application online. Often the
registration fees are cheaper if the application is
made by an ISP.
Electronic Commerce
Data Protection
Ireland
has
implemented
the
Electronic
Signatures Directive (1999/93/EC) and the ECommerce Directive (2000/21/EC) in the
Electronic Commerce Act 2000 and the EC
(Directive 2000/31) Regulations 2003.
Data Protection is primarily regulated by the
Data Protection Acts, 1988 and 2003 which
implement the EU Data Protection Directive
(95/46/EC).
In addition the EU Directive in
relation to the processing of personal data and
the protection of privacy in the electronic
communications sector (2002/58/EC) has been
implemented into Irish law.
The EC (Protection of Consumers in respect of
Contracts made by means of Distance
Communication) Regulations 2001 implement
Directive 97/7/EC (on distance selling) and
25
reputed | experienced | professional
Commercial Court
Ireland’s Commercial Court has been used
effectively since its inception to resolve
complicated
intellectual
property
disputes
quickly. Either party can apply to have the
matter heard in the Commercial Court but due to
the strict timelines imposed by the Court, it is a
quicker but much a more costly forum of dispute
resolution.
Tax Advantages
In addition to Ireland’s tax 12.5% corporation
tax rate and the R&D tax credit, there is a
capital allowance for expenditure incurred on the
acquisition of intangible assets.
Expenditure since May 2009 on various forms of
intellectual property qualifies for the capital
allowance.
The cost of the asset (and its
protection) can be written off in line with the
accounting treatment in the P&L account, or
evenly over a fixed period of 15 years. The
clawback period was reduced to 10 years from
15 years for expenditure incurred after 4
February 2010.
26
reputed | experienced | professional
CHAPTER 7
stay in excess of three months. Some NonEEA nationals require entry visas to enter
the State. If they intend to stay for more
than three months, a Certificate of
Registration must be obtained and, if they
intend to work, they must obtain an
employment permit.
EMPLOYMENT LAW AND WORK PERMITS
Irish employment law, much of which reflects
the implementation of EU Directives, is
comprised of both common law and statute.
Potential employers should be aware that there
is a plethora of Irish employment legislation.

The Department of Jobs, Enterprise and
Innovation issue employment permits to
non-EEA nationals who have successfully
completed the formal application process.
All non-EEA nations require an employment
permit to take up employment in Ireland.
There are a number of permits available,
namely Green Card Permits, Work Permits,
Contracts for Supply of Service Permits,
Spousal and Dependent Permits and IntraCompany Transfer Permits.
A distinction
exists
under
Irish law
between
an
employment permit that is required to
undertake employment or self-employment
in Ireland and a visa that, once validly
issued, gives the holder a right to travel to
and enter Ireland.

Bulgarian and Romanian nationals require an
employment permit to take up employment
in Ireland. This requirement only applies to
the
first
continuous
12
months
of
employment in the State.
Thereafter
Bulgarian and Romanian nationals are free
to work in Ireland without any further need
for an employment permit.

Any Non-EEA national who wishes to pursue
business activity in a capacity other than as
an employed person, for whom an employer
would have to obtain a work permit, must
obtain a business permission from the
Department of Justice and Equality.

The current Business Permission Scheme
which is currently being operated by the
Department of Justice and Equality sets out
a number of conditions which applicants
must meet and which are considered too
onerous.
As a result, Ireland is not
Key points are set out below:
Residence and Work Permits
The Irish Naturalisation and Immigration Service
of the Department of Justice and Equality deals
with the visa requirements for entry into Ireland.
Entry requirements vary according to nationality.

Persons born in Great Britain or Northern
Ireland are treated in the same way as Irish
citizens and do not require residence or
employment permits.

Nationals from member states of the
European
Economic
Area
(“EEA”)
(comprising
the
EU
and
Iceland,
Liechtenstein and Norway) and Swiss
nationals who wish to become resident in
Ireland are not obliged to but are entitled to
apply for a residence permit. These
individuals must be in a position to support
themselves without recourse to state
assistance, for example individuals must
have sufficient health insurance and financial
resources.
EEA nationals and Swiss
nationals do not require permission to work
to take up employment in Ireland but should
apply for a PPS number. Citizens of EU
Member States, Bulgaria and Romania have
the same right of access to Ireland as other
EU citizens with the exception of access to
the labour market.

Non-EEA nationals must seek leave to land
and must register with the Garda National
Immigration Bureau, in the event that they
27
reputed | experienced | professional
capitalising on this
economic activity.


potential
source
of
Minimum Notice and Terms of Employment
Act 1973-2005
The Department of Justice and Equality have
recently announced the approval of two new
residence schemes – the Immigrant Investor
Programme, and the Start-Up Entrepreneur
Programme which are due to be formally
launched in March 2012. The initiatives are
aimed at facilitating and encouraging nonEEA migrant entrepreneurs and investors to
invest in Ireland.
In return, successful
applicants
to
the
new
Immigration
Programmes, and their families, will be given
permission to reside in Ireland for an initial
period of two years, renewable thereafter.
This act provides minimum periods of notice to
be given by employers and employees when
terminating a contract of employment. Certain
categories of employees are excluded from the
provisions of the act.
Under the Terms of
Employment
(Information)
Act
1994
an
employer is required to supply an employee with
a written statement of the terms of the
employment.
Protection of Workers (Fixed-Term Work)
Act 2003
This act prohibits less favourable treatment of
fixed term workers as compared to their
permanent colleagues unless such treatment can
be objectively justified. The act also regulates
the use of successive fixed term contracts and
requires employers to state in writing the
reasons for successive use of fixed term
contracts.
The general range of financial commitments
required under the Immigrant Investor
Programme will vary from €400,000 for
endowment
related
investments
to
approximately €2 million for low interest
bearing Government bonds.
The Start-Up Entrepreneur Programme will
enable migrants to reside in Ireland for the
purpose of developing their business
provided they have a good business idea in
the innovation economy and have secured
funding of €75,000.
Protection of Employees (Part-Time Work)
Act 2001
This
act
implements
Directive
97/81/EC
concerning the framework agreement on parttime work. There is no requirement to work a
minimum number of hours to come within the
protection of the act. The act prohibits less
favourable treatment of part-time employees
compared to that of full-time employees unless
there are objective grounds justifying such
treatment.
The act prohibits an employer
penalising an employee for invoking his rights
under the act.
Industrial Relations
Employers are not obliged to recognise or
negotiate with trade unions, although there are
some industries where it is the common
practice. Ireland has a "voluntarist" system of
union recognition.
There is significant industrial relation machinery
in Ireland. Any trade dispute may be referred
by an employee to the Labour Court under the
Industrial Relations Act 1946-2004.
Employees (Information and Consultation)
Act 2006
This act imposes information and consultation
obligations on employers and is being introduced
on a phased basis. Since 23 March 2007 the act
applied to employers with over 100 employees
28
reputed | experienced | professional
and from 23 March 2008 it now applies to
employers with at least 50 employees.
The Parental Leave Acts 1998 and 2006
This act entitles employees to take up to 14
weeks unpaid leave to look after a child under
the age of 8 years. The employee has the right
to return to their former job at the end of the
leave period.
The act provides for the establishment of a
general framework setting out minimum
requirements for the right to information and
consultation for employees from their employer
on matters that directly affect them. Once the
act applies to an employer and the employer
refuses, following a request by a minimum of 15
employees to negotiate an agreement or where
the agreement cannot be reached within 6
months of commencing negotiations, the default
Standard Rules (set out in the act) will apply to
that workplace.
The Adoptive Leave Acts 1995 and 2005
These acts entitle an adopting mother to up to
40 weeks leave to look after an adopted child
during which time the employee will receive a
social welfare payment. As with maternity leave,
the employee is entitled to an additional period
of 16 consecutive weeks unpaid leave. There is
no obligation on an employer to pay an
employee when on adoptive leave. Again, there
is a right to return to the same or similar job
after the adoptive leave period has ended. These
acts also give rights to a sole male adopter.
Statutory Leave
The Maternity Protection Acts 1994 and
2004
These acts give rights to employees in respect of
maternity leave of up to 42 weeks, and their
subsequent return to work. Under the legislation
an employee is currently entitled to maternity
leave of 26 weeks during which time the
employee will receive a social welfare payment.
The employee may also avail of an additional
period of 16 consecutive weeks of unpaid leave.
Equality Legislation
Article 40 of the Constitution provides that: "all
citizens shall, as human persons be held equal
before the law".
The Employment Equality Acts 1998 and 2007
prohibit discrimination on the grounds of gender,
age, disability, religion, family status, marital
status, race, membership of the travelling
community and/or sexual orientation.
There is no legal obligation on an employer to
pay an employee her salary when she is on
maternity leave but many employers in Ireland
make up the difference between the social
welfare payment and the employee’s usual
salary.
Organisation of Working Time Act 1997
The Organisation of Working Time Act
implements EC Directive 93/104/EC and sets out
statutory rights for employees in respect of rest,
maximum working time and holidays.
It
prohibits employees from working in excess of
an average of 48 hours per week (with very
limited exceptions).
The Organisation of
Working
Time
Regulations,
2001
were
introduced to oblige employers to keep working
time records for each employee. The records to
be maintained by employers on their employees
include the number of daily and weekly hours
An employee also has a right to return to the
same or similar job after the maternity leave has
ended.
The Carer’s Leave Act 2001
This act entitles employees to a period of up to
104 weeks unpaid leave to provide care and
attention to a person in need of such care. The
employee has the right to return to his or her
former job at the end of the leave period.
29
reputed | experienced | professional
worked by the employee, any annual leave or
public holiday leave and any payment to each
employee in respect of that leave and the daily
break and rest periods taken by each employee.
two years remuneration. The acts also give
employees protection where they have been
“constructively” dismissed.
The National Minimum Wage Act 2000
Business Transfers
The National Minimum Wage Act 2000 provides
that the minimum wage for an experienced adult
employee from 1 July 2011 is €8.65 an hour. An
experienced adult employee for the purposes of
the National Minimum Wage Act is an employee
over the age of 18 who has an employment of
any kind in any two years.
An increasing amount of legal protection for
employees is now implemented by virtue of
Ireland's membership of the EU. Of particular
interest to an enterprise acquiring an already
existing Irish business is the European
Communities (Safeguarding of Employees Rights
on Transfer of Undertakings) Regulations, 2003.
The legislation protects employees and their
rights where the identity of their employer
changes and imposes an obligation on both old
and the new employers to inform and consult
with employee representatives where there is a
transfer of a business.
Absence from Work Due To Illness
There is no obligation in Ireland on an employer
to pay an employee when they are absent from
work due to illness. Subject to certain criteria
being met an employee may be able to claim
social welfare benefit from the State.
Redundancy
The National Employment Rights Authority
The Redundancy Payments Acts 1967-2007 seek
to provide financial help to workers who lose
their job on account of redundancy.
An
employee who is made redundant is entitled to a
statutory lump sum from an employer which is
calculated on the basis of the length of service
and level of earnings.
Where statutory
redundancy payments are made by employers,
they may obtain a rebate of a portion of that
payment from the State.
This rebate was
significantly reduced in 2012.
The National Employment Rights Authority
(“NERA”) monitors employment
conditions
through its inspection services and can enforce
compliance and seek redress.
Forums for Employee Claims
There is a variety of forums in which employees
may pursue their claim under employment
protection
legislation,
including
Rights
Commissioners,
the
Employment
Appeals
Tribunal and the Equality Tribunal.
Choice of
forum will depend on the claim being made.
Unfair Dismissals Legislation
The Unfair Dismissals Acts 1977-2007 are
designed to protect employees from being
unfairly dismissed from their jobs and give to all
employees to which they apply an entitlement to
redress in the case of unfair dismissal. These
acts provide that a dismissal is unfair unless the
employer can prove that it was fair. If the
employer cannot show that the employee was
fairly dismissed, and the onus is on the
employer to do so, the employee may be
entitled to compensation up to a maximum of
Where an employee has a claim under common
law, e.g. wrongful dismissal or breach of
contract, he would bring such a claim in the
Circuit Court or High Court.
30
reputed | experienced | professional
ABOUT EUGENE F. COLLINS
A leading full service law firm of over 100 people, Eugene F. Collins’ expertise covers an extensive
range of practice areas with a particular emphasis on our four departments:
OUR SERVICES




Corporate & Banking
Litigation and Dispute Resolution
Property
Corporate Recovery and Restructuring
We also have a range of specialist areas which complement the four key departments including:
SPECIALIST AREAS

Alternative Dispute
Resolution

Employment and
Employee Benefits

Life Sciences and
Healthcare

Asset Finance

Energy and Natural
Resources

M&A and Corporate
Finance

Banking and Financial
Services

Environmental and
Planning

Media and Defamation

Business Regulation and
Corporate Governance

EU and Regulatory
Affairs

Private Client

Capital Markets

Foreign Direct
Investment

Private Equity

Commercial Property

Immigration

Product Liability

Company Secretarial

Information
Technology

Projects and
Construction

Competition

Insurance and
Reinsurance

Technology

Construction and
Projects

Inward Investment

Telecoms

Data Protection

Intellectual Property

Transport

Debt Recovery

Leisure and Licensing
31
reputed | experienced | professional
KEY CHARACTERISTICS OF EUGENE F. COLLINS
Year Established
1893
Number of Partners
22
Number of Consultants
3
Number of Solicitors
54
Number of Legal Executives & Trainee
Solicitors
21
Total Professional Staff
78
OUR FDI EXPERIENCE
The firm has been associated with inward investment for many years. For example, Eugene F.
Collins’ started acting for Kraft Foods (then Alfred Bird & Son) in 1934, when it first established
operations in Ireland. We have remained the preferred legal counsel for all the Johnson & Johnson
group companies since 1977.
Some of the other well-known companies that have invested in Ireland with which we are proud to
be associated include:

Vodafone

Egis Projects

Marks & Spencer

Shell Exploration and Petroleum

Harvey Norman

BMW

New Look

Boodles

Dun & Bradstreet

JD Sports

Whirlpool

Inditex (the parent of Zara)

Credit Agricole Creditor Insurance
32
reputed | experienced | professional
CLIENT LOYALTY
The reason why we think that clients stay with us is that we are a firm committed to partner
involvement in managing each client’s legal requirements and to providing a quality service with a
solutions-driven commercial approach. The firm’s core ethos is to provide an efficient client
orientated service at all times.
This is what our clients say about us, as reported in this year’s legal directories:
Eugene F. Collins is spoken of highly by clients. "They have been very responsive and solutionfocused. Over all I would say they have been great to deal with and value the relationships they
have with clients."
"The firm would be as competent as a number of the other prominent law firm in Dublin,"
"The firm is timely and complete and would have no hesitation in giving them a new instruction."
IFLR 1000, 2011
The team ‘has the right approach in dealing with commercial activities’.
Eugene F. Collins provides advice in ‘a considered though practical manner’.
Eugene F. Collins comes in for high praise for its ‘responsiveness’ and ability to ‘put itself in our
shoes’.
Eugene F. Collins acted for the European Commission on a policy-making case on crisis cartels,
marking the first time the EU Commission intervened in the Irish Courts.
Eugene F. Collins ‘provides excellent levels of expertise and service’
Eugene F. Collins ‘sees the bigger picture’ and is praised as successfully combining the ‘the
necessary evil of the “i dotting and t crossing”’ with its role ‘as a trusted adviser’.
Eugene F. Collins gives ‘in-depth analysis of the issues’.
Legal 500, 2011
Sources praise Eugene F. Collins for offering a partner-led service as well as good value for money,
adding that “it takes a "pragmatic and flexible" approach.
This firm's expanding corporate team is becoming a major player in the Dublin market, and “has a
good understanding of the nuances of commercial law and offers competitive prices.”
This well-rounded banking practice benefits from the strength of the firm in areas such as
corporate, restructuring and insolvency.
This firm has a highly active real estate practice which impresses clients with its broad range of
work. The team has well recognized retail expertise. The property lawyers benefit from close cooperation with their colleagues in the corporate and insolvency departments, allowing them to
assist with a variety of financing and restructuring issues.
Sources say: "With this firm you know that everything will be well prepared, down to the last
detail."
Chambers, 2011
33
reputed | experienced | professional
OUR FOREIGN DIRECT INVESTMENT TEAM
For further information please contact any of the partners in our Foreign Direct Investment team
Deborah Kelly
Lead Partner
dkelly@efc.ie
Gerard Coll
gcoll@efc.ie
Garrett Miller
gmiller@efc.ie
Anthony E. Collins
aecollins@efc.ie
Lenora Malone
lmalone@efc.ie
John Olden
jolden@efc.ie
Nicola McGrath
nmcgrath@efc.ie
David Hackett
dhackett@efc.ie
Eugene F. Collins, Temple Chambers, 3 Burlington Road, Dublin 4
T: 202 6400 | F: 667 5200 | www.efc.ie
34