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IRELAND
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PRIVATE COMPANY LIMITED BY SHARES
NON-RESIDENT COMPANY
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GENERAL PARTNERSHIP
LIMITED PARTNERSHIP
INVESTMENT LIMITED PARTNERSHIP
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Forms of Company

The Company Law Enforcement Act, which became law in 2003, has strengthened compliance with some aspects of Company Law where supervision had previously been rather lax. These include:

  • Appointment of a Director of Corporate Enforcement, to head a new multi-disciplinary agency to enforce company law, and to conduct investigations and prosecutions;
  • More rigorous enforcement of the rules on filing annual returns and provision for 'on-the-spot' fines for late returns;
  • Power for the court on the application of the Director, to order individual companies to comply with company law;
  • Extended powers for the court to impose restrictions and disqualifications on individuals acting as directors;
  • Costs of most investigations, prosecutions and court proceedings may be imposed on the delinquent companies;
  • New obligations on auditors to report suspected breaches of the Companies Acts by client companies.
Ireland's Minister for Trade, Industry and Commerce, Michael Ahern in November 2005 signed a Commencement Order for the new Investment Funds, Companies and Miscellaneous Provisions Act, designed to facilitate the electronic filing and signing of documents at the Companies Registration Office.

Under section 57 of the Act, a company may authorise a person to be its Electronic Filing Agent. If a company chooses to do this, there will no longer be a need for directors and secretaries of companies to apply for ID and PINs.

Speaking with regard to the changes, which came into force on December 1 of that year, Mr Ahern explained that:

"The introduction of a statutory Electronic Filing Agent will greatly simplify the process for the companies and their agents. It will lead to greater use of electronic filing by customers of the CRO. Taken together with the forthcoming adjustment in fees, doing business electronically with the CRO is now easier, quicker and cheaper."

The government set up a Company Law Review Group (CLRG) in order to consolidate and reform company law. The CLRG submitted the General Scheme of the Companies Consolidation and Reform Bill in March 2007, which was approved for drafting by the Office of the Parliamentary Counsel in July 2007. Drafting began in December 2007, and initially the process was expected to be completed by the end of July 2009, but now the overall drafting is expected to be completed in 2012.

The new Companies Bill will radically overhaul the present companies code in Ireland by putting the ‘private limited company’ (which accounts for 90% of Irish companies) at the heart of the legislation, and through a number of reforms designed to ease the burden of establishing and operating a company.

The new Bill will consolidate 13 Companies Acts and numerous statutory instruments that span a 43-year period, into a single piece of legislation.

The proposals aim to make it simpler to set up and run a company, and include:

  • A one document constitution, in place of the current Memorandum and Articles of Association;
  • The possibility to waive the holding of an AGM;
  • A minimum of one director instead of two, as currently required; and
  • Removal of the need for a company to set down its ‘objects’ thus removing the legal risk of exceeding its powers.

Under the proposed legislation, all companies will also benefit from a reduction in Court involvement in the winding-up of companies, and root and branch updating of criminal offences, leading to a new four-fold categorisation of all but the most serious of offences.

Irish Minister for Trade and Commerce, Billy Kelleher on January 4, 2010, announced the enactment of the Companies (Miscellaneous Provisions) Act 2009.

Kelleher explained the main features of the act, aimed at easing doing business in Ireland, which were agreed following consultation with businesses:

“The Act will allow certain companies to continue on a temporary basis to use US Generally Accepted Accounting Principles (US GAAP) in the preparation of their accounts. The Act also introduces a mechanism to allow certain types of collective investment fund to migrate their activities into and out of Ireland without firstly having to wind up in their current jurisdictions,” he stated.

Welcoming the fact that this Act had been enacted one month after its initiation as a new Bill in Ireland’s upper house of parliament, Kelleher observed that:

“The rapidity with which Ireland has amended its laws to provide a legislative basis for these measures sends a strong signal nationally and internationally of our commitment to working with industry in support of valuable new business opportunities. I look forward to seeing these business opportunities translate into investment and jobs in 2010 and beyond.”

Most of the provisions in the Act entered into force with immediate effect.

 

Ireland Private Company Limited by Shares

Irish company law is contained in the Companies Acts 1963 - 2009. A private company is one which by its articles:

  • Restricts the right to transfer its shares
  • Limits the number of its members to 50
  • Prohibits any public subscription to shares or debentures

A company is formed by submitting its Memorandum and Articles of Association to the Registrar of Companies along with the registration fee. There need to be two directors and a secretary, none of whom need be Irish. However it is normal for there to be one Irish director who can act as a local representative.

A company must have an auditor, and accounts must be filed each year with the Companies Registration Office. Small companies can prepare abbreviated accounts which do not have to include the level of turnover.

Since 2000, it has been a requirement that Irish companies need at least one resident director, or must deposit an insurance bond with the Registrar.

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Ireland Non-Resident Company

As from 1st October 1999, the Finance Act 1999 rendered all Irish incorporated companies resident, subject to certain exceptions (see Offshore Legal and Tax Regimes). For some time prior, limited liability companies whose ownership and control was outside Ireland were able, as non-resident companies, to benefit from favourable taxation conditions; the new ruling reduced the possibilities open to non-resident companies.

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Ireland Public Company Limited by Shares

A Public Limited Company (PLC), also registered under the Companies Acts 1963 - 1990, needs a minimum of seven shareholders and a minimum capital of EUR38,092.14 of which at least 25% must be paid up.

A PLC is not subject to the restrictions that apply to a private limited company (see above).

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Ireland Company Limited by Guarantee

As in England, companies limited by guarantee are normally used only for charitable or non-profit-making purposes. Apart from their share structure, they are similar to other types of private company and also fall under the Companies Acts.

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Ireland Branch of Overseas Company

Any overseas company may operate in Ireland as a branch, but must register with the Registrar of Companies under Part XI of the Companies Act 1963. Copies of the company's Charter and Bye-Laws (Memorandum and Articles of Association) must be lodged, along with details of the directors and other officers. There needs to be an authorised representative in Ireland. The branch needs to file annual accounts with the Companies Registration Office.

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Ireland General Partnership

Partnerships fall under the Partnership Act 1890 (English legislation). Partners are individually liable for the debts of the partnership.

Partnerships do not need to file accounts or to be audited.

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Ireland Limited Partnership

Limited Partnerships are formed under the Limited Partnerships Act 1907 (English legislation). They are similar to general partnerships except that they have one or more general partners with unlimited liability and one or more limited partners whose liability is limited to the amounts of their contributions. The general partners may be limited companies.

This form is not now widely used in Ireland.

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Ireland Investment Limited Partnership

The Investment Limited Partnership Act 1994 introduced this form, known as an 'ILP', which is useful for collective investment entities, having tax transparency which allows investors to obtain double tax relief, which is unavailable to unit trust investors.

There are one or more general partners, one of whom must be an Irish incorporated company with its head office in Ireland; the minimum share capital is EUR125,000 and at least two directors must be Irish. General partners must be approved by the Irish Central Bank, and there must be an Irish Custodian.

Monthly accounts must be submitted to the Central Bank.

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