DOING BUSINESS IN IRELAND
This booklet is for general information purposes only and does not comprise advice on any particular matter. You should not rely on any of the material in this booklet without seeking appropriate legal or other professional advice. While every care has been taken in preparation of this booklet, we are not liable for any inaccuracies, errors, omissions or misleading information contained in it.
Last updated: Beauchamps July 2017
DOING BUSINESS IN IRELAND
2. IRELAND'S ATTRACTIONS AT A GLANCE
3. CHOOSING A BUSINESS STRUCTURE
4. INCORPORATING A COMPANY
5. IRELAND'S FAVOURABLE TAX REGIME
6. PERSONAL TAXES
7. MORE TAX INCENTIVES
8. INVESTMENT INCENTIVES
10. INTELLECTUAL PROPERTY & DATA PROTECTION
11. EMPLOYMENT LAW IN IRELAND
12. REAL ESTATE
13. APPENDIX: IRELAND FACTS AND FIGURES30
Ireland continues to be one of the favoured global locations for investment. A record number of investments were secured during 2016 - rising to 244 from 213 in the previous year. Total employment at overseas companies now stands at 199,877 people, the highest level on record.
There are over 750 overseas companies with internationally focused operations in Ireland, many of these are the top technology, pharmaceutical and financial services companies in the world. Our pro-business environment, low corporate tax rates and the availability of a young, well-educated and skilled work force have helped us attract hundreds of foreign companies to locate here. In addition, costs in property, rents, services and labour have fallen over the last five years significantly increasing our cost competitiveness. In this booklet, we look at investing in Ireland and outline some of the benefits Ireland has as a business location. Whether considering establishing in Ireland for the first time, expanding into Europe, or if you already have an established European presence and are looking to future expansion, we hope this publication serves as a valuable resource for you.
Ireland's attractions at a glance:
A record number of investments were secured during 2016 - rising to 244 from 213 in the previous year
Ireland is 1st in the world for inward investment by quality and value
1st in the world for investment incentives
In the top 10 most innovative countries in the world
1st for flexibility and adaptability of people
Home to 9 of the world's the top 10 global software companies, 10 of the world's top 10 pharma companies, and 19 of the world's top 25 financial services companies
Attract companies from all sectors such as ICT, life sciences, financial services, Internet of Things, engineering and business services
A workforce that is: young, capable, English speaking, highly adaptable, educated, flexible, productive, innovative and committed to achievement
Globally experienced senior management
Ease of doing business
Consistently ranked as one of the best countries in the world to do business in (Forbes, 2016)
English speaking and member of EU / Eurozone, with free movement of goods and services within EU and its 500 million plus consumers
Large number of cities and towns with proven ability to attract FDI
12.5% corporate tax rate, attractive R&D credits, beneficial holding company location
Attractive intellectual property regime, extensive double tax treaty network
Double tax treaty network
1 Based IDA Ireland's "Facts About Ireland - September 2016" and "Why Invest in ireland" proposition 6
Some of the world's most cutting-edge companies have invested in Ireland - 5 of the top 10 companies on Forbes' list of The World's Most Innovative Companies have Irish operations
Ireland is one of the world's leading Research, Development and Innovation (RDI) locations
Ireland ranked 7th out of 128 countries in the 2016 Global Innovation Index
Ireland has one of the most educated workforces in the World: according to the OECD 52% of 25-34 year olds have a third level qualification - 10% higher than the OECD average
Strong and diverse multilingual skills - 17% of Ireland's population is international and over half a million (514,068 people) Irish residents speak a foreign language fluently
20% increase in applicants to STEM (Science, Technology, Engineering & Maths) subjects
CHOOSING A BUSINESS STRUCTURE
Establishing a legal entity in Ireland
Irish law caters for several types of company structures which are easy to establish. Non-Irish nationals or non-Irish residents may hold shares in an Irish company. There are, for the most part, no minimum share capital requirements. Incorporation can typically be achieved within five days.
STOCK COMPANIES OR COMPANIES LIMITED BY SHARES
Private limited liability company
There are two forms of private limited company the model form known as an LTD and the designated activity company (DAC) (which may also be limited by guarantee). A private company can have up to 149 members. It is possible to have a single member company and the LTD may have one director in which case the company secretary must be a separate person. The DAC must have at least two directors and a company secretary (who may be one of the directors). The minimum share capital requirement is nominal. Private limited companies are the most popular form of business structure.
Public limited liability company (plc)
More popular among large companies, a public company can look to the public for finance and can trade on the stock market. It too may have one shareholder and must have at least two directors and a company secretary (who may be a director). The minimum allotted share capital for a plc is 25,000, of which 25% must be paid up at time of incorporation.
Companies limited by guarantee
These types of companies are more normally seen in not for profit ventures or sporting, charitable or representative organisations.
As its name suggests, the shareholders have unlimited liability for the debts of the company. Companies with unlimited liability may have one shareholder but must have at least two directors and a company secretary (who
may be a director).
A foreign limited company which carries on business in Ireland can establish a branch in Ireland without incorporating an Irish company subject to filing certain information in the Irish Companies Registration Office. The information to be filed includes copies of the company's constitutional documents, accounts, details of its directors and company secretary, and the name of the person resident in Ireland authorised to accept service of process on behalf of the company.
A foreign company may establish a representative office in Ireland but they should be passive and not sell or engage in business.
General partnerships have no minimum share capital requirement and all partners have joint and several liability. Although governed by the Partnership Act 1890, most partnerships will have a separate contractual agreement reflected in a partnership agreement. There is a statutory prohibition on having more than 20 partners in a partnership save in the case of partnerships of professionals such as lawyers, accountants etc. Partnerships are generally looked through for taxation purposes.
Again they have no minimum share capital requirement. Limited partners have limited liability but are unable to participate in the management of the partnership. General partners who may participate in such management have unlimited liability. A corporate can hold the position of general partner. There must be at least one general partner and one limited partner.
Societas Europea (SE)
This is a public limited company established in any EU member state. Both its registered office and head office must be located in the same member state.
European Economic Interest Grouping (EEIG)
Irish companies may form EEIGs with other EU companies in order to undertake specific activities both within and outside the EU. EEIGs have unlimited liability.
Industrial and provident societies
Industrial and provident societies or cooperatives and friendly societies have limited liability.
INCORPORATING A COMPANY
To incorporate an Irish company, the following documents have to be filed with the Irish Companies Registration Office (CRO): the company's constitutional documents a Form A1 A new private limited company can be incorporated at a minimal cost within approximately five days. The minimum capital requirement for an Irish private company is nominal and shares can be denominated in any currency.
Every Irish incorporated company is required to have one EEA2 resident director unless it holds a surety bond to the value of approx. 25,000 or the Irish Revenue Commissioners have certified it has a real and continuous link with one or more economic activities in Ireland. A corporation is not eligible to be a director, but may be the company secretary. A company has certain ongoing statutory obligations, including:
holding its first Annual General Meeting (AGM) within eighteen months of incorporation and AGMs thereafter at intervals of not more than fifteen months (this may be dispensed with by LTDs and single member DACs)
an annual return must be filed with the CRO together with the relevant accounts, made up to a date not more than nine months earlier than the date of the annual return, the first Annual Return Date (ARD) is six months after the date of incorporation and each subsequent ARD is the anniversary of the first ARD
presenting the company's accounts to the members of the company for consideration at the AGM
The requirement to file and / or audit accounts are relaxed for smaller companies. Companies are required to keep proper books of account.
2 European Economic Area, the member states of the EU plus Norway, Liechtenstein and Iceland.
IRELAND'S FAVOURABLE TAX REGIME
Ireland has a favourable tax regime which includes a low corporate tax rate of 12.5% for trading income, generous tax depreciation allowances for capital expenditure and an extensive tax treaty network.
The scope and remit of Irish corporation tax is largely dependent on the residential status of a company. Broadly speaking, a company that is tax resident in Ireland is subject to Irish corporation tax on its worldwide income and gains although specific exemptions do exist for certain income such as distributions from other Irish resident companies and patent income. Non-resident companies operating in Ireland through a branch are subject to Irish tax on the profits of that branch and on disposals of assets used in that branch.
All companies incorporated in Ireland on or after 1 January 2015 will be regarded as Irish tax resident unless the Irish incorporated company is treated as tax resident elsewhere by virtue of a tax treaty. A company that is incorporated in another country that is centrally managed and controlled in Ireland will be treated as tax resident in Ireland. For companies incorporated before 1 January 2015 the date for the application of this new rule will either be after 31 December 2020 or the date of a change in ownership of the company where there has been a major change in the nature or conduct of the business of the company, whichever is earlier.
Any company incorporated in Ireland prior to 1 January 2015 (not subject to the new rule) is treated as Irish tax resident unless one of the following exemptions applies:
where the company is under the ultimate control of a person resident in any EU Member State, or in another country which has a double tax treaty with Ireland, or which itself is related to a company whose principal class of shares is regularly traded on the stock exchange in an EU country or treaty country, and the company carries on trade in Ireland or is related to a company which carries on trade in Ireland or
the Irish incorporated company is treated as tax resident elsewhere by virtue of a tax treaty.
If either of these exemptions apply, then the test for whether a company is tax resident in Ireland is whether the company carries out its central management and control from Ireland.
Where an Irish incorporated company that is managed and controlled in a treaty partner country would not otherwise be regarded as resident for tax purposes in any territory by virtue of the fact that the company would not a) be resident for tax purposes in the treaty partner country because it is not incorporated in that country and b) the company would not be resident in Ireland for tax purposes because it is not managed and controlled in Ireland, then the company will be regarded as resident in Ireland for tax purposes.
The tax year is aligned with the company's accounting year rather than to the calendar year.
The rates of corporation tax are 12.5% and 25%. In general, the trading profits of a company are liable to the 12.5% rate. Non-trading or passive profits earned by a company are taxed at a rate of 25%. There is no actual definition of what constitutes trading to be found in Irish tax statute although dealing in or developing land, working minerals and petroleum activities are expressly excluded. Guidance published by the Irish Revenue Commissioners expressly includes development and exploitation of intellectual property, investment management activities, activities relating to R&D and corporate treasury functions as constituting trading.
A rate of 12.5% also applies to foreign dividends repatriated from foreign traded income where certain conditions are satisfied. Credit for foreign tax suffered is also available.
Dividends received by an Irish resident company from another Irish resident company are exempt from corporation tax.
Dividends received by an Irish resident company that are paid out of trading profits of a company that is resident in the European Union, a tax treaty county or a company (or its 75% subsidiary) whose principal class of shares is traded on a recognised stock exchange are taxed at 12.5%.
The Finance Act 2012 extended this relief to countries with which Ireland has ratified the OECD Convention on Mutual Administrative Assistance in Tax Matters.
Assistance in tax matters
Relief for foreign taxes suffered on the dividend may be available to reduce any Irish tax payable and this is usually given by way of credit. Under foreign tax credit pooling rules, an excess tax credit arising in respect of a foreign dividend may be offset against the corporation tax arising on other foreign dividend income. Excess tax credits arising in an accounting period may be carried forward indefinitely for offset against corporation tax on foreign dividends in later periods.
Interest and financing costs
Interest incurred wholly and exclusively on a loan for trade purposes will normally be deductible for tax purposes. If not deductible, it may still qualify as a charge on income in certain circumstances. There are numerous anti avoidance provisions, particularly in group situations.
Carry forward of losses
Trading losses incurred by a company can be offset against other profits of the same or the preceding accounting period. Trading losses can be carried forward indefinitely to be offset against future trading profits that a company may earn provided that within a three year period there has not been a change in ownership of the company and a major change in the nature or conduct of the trade. Where a company has other profits, which may include investment and rental income and certain capital gains, there is provision for the losses from trading activities to be offset on an after-tax basis.
Where a company has related companies that are tax resident in Ireland, and where certain criteria are met, a loss that is incurred by one company can be offset against profits of the other company. The recipient company can use these surrendered losses to reduce its own taxable income for the period.
Ireland introduced legislation which will align it with international standards by adopting the OECD principles. These provisions take effect for accounting periods commencing on or after 1 January 2011 (subject to certain grandfathering provisions for arrangements where the
terms were agreed to before 1 July 2010). If the amount received in respect of a sale or transfer between connected parties is understated or expenses overstated, and the profits or losses of either company are chargeable to Irish tax as trading profits or losses, there will be an adjustment made to substitute an arm's length amount in each case.
Companies must maintain such records as would be "reasonably required" for the purposes of determining whether the company's trading income is correctly computed by reference to the arm's length principle.
There is a full exemption for small and medium enterprises.
To fall within the exemption, the enterprise (including group companies) must have less than 250 employees and either a turnover of less than 50 million or assets of less than 43 million (assessed annually on a group wide basis).
Real Estate Investments Trusts (REITs)
Ireland has recently introduced legislation which provides an exemption from corporation tax and chargeable gains arising from rental investment property where the property is held by a listed company and subject to a number of conditions- for example 85% of the income must be distributed to shareholders annually. Income and gains are generally tax neutral within the company and are not subject to tax until paid out in the form of dividends. Accordingly the double layer of taxation that would normally arise when property is held by a corporate is eliminated.
Capital gains tax
An Irish resident company is subject to Irish capital gains tax on its worldwide gains. The rate is 33% with respect to disposals made on or after 6 December 2012. The gain is effectively calculated as the excess of the sale or deemed sale price over the cost, foreign exchange rate movements and pre 2003 indexation.
Disposals by Irish resident companies from substantial shareholdings (at least 5%) in trading subsidiaries tax resident in an EU or tax treaty country are exempt, in most cases, from capital gains tax. In group situations, holdings of other members of the group are taken into account in determining whether the minimum holding requirement is met.
Deposit Interest Retention Tax (DIRT)
The rate of retention tax that applies to deposit interest, together with the rates of exit tax that apply to life assurance policies and investment funds, is 41%. The rate applies to payments made on or after 1 January 2014 and is deducted at source by banks and other deposit takers on certain deposits.
Dividend withholding tax at the standard income tax rate (currently 20%) applies to dividends and other profit distributions made by Irish resident companies. Generally speaking, such payments, when made to persons resident in EU Member States (apart from Ireland), or in countries with which Ireland has a tax treaty, or when made to Irish resident companies, or companies resident in the EU or a double tax treaty country, or non-resident companies controlled by EU (other than Irish), or treaty country residents, or non-resident companies wholly owned by companies quoted in an EU, or treaty country are exempt from the withholding, subject to compliance with certain formalities.
Income tax must be deducted at the standard rate (currently 20%) on certain payments, to include interest and patent royalties. An exemption may be available under domestic legislation from Irish withholding tax where interest is paid by a company in the ordinary course of its trade or business to non-resident companies who are EU residents or residents of double tax treaty countries and that country imposes a tax that generally applies to interest received from outside that territory.
Under the Interest and Royalties Directive, interest and royalty payments by an Irish resident company to associated companies may be paid without the obligation to withholding tax subject to the conditions set out in the Directive.
Tax treaty network
Ireland has concluded tax treaties with 72 countries, of which 70 are in effect. Different rates of withholding tax can apply to interest, dividends and royalties, depending on the terms of the particular treaty.
It has concluded Tax Information Exchange Agreements with 25 countries, 20 of which are in force.
A company which engages employees must register
with the Irish Revenue and follow the procedures for the deduction at source of employees' income tax, known as Pay As You Earn (PAYE), Universal Social Charge (USC) and Social Insurance (PRSI) contributions. Companies are required to operate this on both cash payments and benefits in kind and it applies whether the employment is an Irish employment or a foreign employment. Since 1 January 2011, certain equity based compensation has also to be processed through the PAYE system.
Value added tax
Ireland has a sales or value added tax (VAT) system based on the EU Sixth Directive.
This is levied on most goods and services and on most goods imported into Ireland from outside the EU.
The standard rate of VAT is 23%, with lower rates of 13.5% (for buildings and household fuels), 5% (flat rate to farmers), 4.8% (livestock) and zero (food, drink and certain other goods) rates applicable to certain supplies of goods and services. A rate of 9% applies to certain restaurant, hotel and leisure and other tourism services. Banking, financial services and insurance are exempt.
The VAT is calculated on the euro value of the consideration and declared and paid to Irish Revenue through periodic returns.
Stamp duty arises on certain instruments including those transferring ownership in property or shares. The rate on share transfers is 1% of the purchase price or value, residential property rates are 1% to 2% depending on price, and the rate on transfers of commercial property and business goodwill is 2%. Transfers of shares listed on the Enterprises Securities Market will be exempt. Relief also applies to transfers between associated companies and in certain re-organisations.
There is no stamp or capital duty on the issue of shares or loan capital. Shares in a non-Irish company are normally (but not always) exempt from this charge. An assignment of loan capital can, on satisfaction of certain preconditions, be assigned without attracting a stamp duty charge.
A property tax known as "rates" applies to commercial properties and is payable annually. Private residences and agricultural holdings are exempt from rates. Rates are
based on the rateable valuation of land and buildings as determined by the relevant local authority. Ireland has just introduced an annual residential Local Property Tax (LPT). The rate of LPT will be 0.18% for properties up to a market value of 1million. Residential properties valued over 1 million will be assessed at the actual value at 0.18% on the first 1million in value and 0.25% on the portion of the value above 1 million.
Individuals resident, ordinarily resident and domiciled in Ireland are liable to Irish income tax on their worldwide income.
An Irish resident and domiciled but not ordinarily resident individual is also liable to Irish income tax on their worldwide income.
Non Irish domiciled individuals who are resident in Ireland are liable to Irish income tax on Irish source income, foreign employment income to the extent that the duties are exercised in Ireland and foreign income to the extent it is remitted to Ireland.
A person will be deemed to be tax resident in Ireland if they spend:
a total of 183 days (any part of a day) in Ireland in any tax year or
a combined total of 280 days (any part of a day) over two consecutive tax years (assuming a minimum of 30 days in each tax year)
If a person is resident in Ireland for three consecutive years, they will become ordinarily resident for tax purposes.
A person's domicile is, initially at least, their domicile of origin but you can prove you have abandoned your domicile of origin and acquired a new domicile known as a domicile of choice.
The Irish income tax system is progressive and there are two rates. The current standard rate of income tax is 20% and the higher or marginal rate is 40%. The 20% rate is available in respect of the first 33,800 of income of a single person. Higher bands are available for married couples but the actual bands are determined by whether
one spouse or both spouses are earning income. These taxes are either deducted by employers under the PAYE system or collected via a self-assessment System.
In addition to income tax, employees are also obliged to pay PRSI and USC.
Capital gains tax
Irish resident individuals are liable to capital gains tax of 33% on their worldwide gains.
There are a number of notable exceptions and reliefs available including an individual's principal private residence, tangible moveable assets with a life of less than 50 years and retirement relief.
Persons who are not resident in Ireland are liable to Irish capital gains tax on the disposal of certain specified assets such as Irish land or buildings, Irish mineral or exploration rights, assets used for a branch activity conducted in Ireland, or unquoted shares which derive their value or a greater part of their value from Irish land or buildings or exploration / exploitation rights.
In general, capital losses can be offset against capital gains arising in the same year or carried forward.
Pay Related Social Insurance (PRSI) and Universal Social Charge (USC)
PRSI is a payroll tax, based on earnings, which funds various State benefits including unemployment assistance, retirement pensions, and certain medical benefits.
Both employees and employers are obliged to make PRSI contributions. Employees pay 4% of total earnings in the form of this social security contribution.
An employer is obliged to pay 10.75% of each employee's remuneration.
There is also a USC which is payable on income at the following rates:
The first 12,012 - 1%
The next 6,656 - 3%
The next 51,3765 - 5%
The remainder - 8%
USC at a rate of 11% is payable on non PAYE income in excess of 100,000.
MORE TAX INCENTIVES
Holding Company Regime
Irish tax legislation provides:
a participation exemption whereby capital gains which are made by a company (the "investor company") on the qualifying disposal of a substantial shareholding in a subsidiary (the "investee company") are exempt from tax
a 12.5% corporation tax rate on foreign dividends repatriated from foreign traded income where certain conditions are satisfied
no cfc rules for foreign income
no relevant thin capitalisation
onshore pooling of tax credits for certain foreign interest, branch profits and dividends; effectively this means that it will be usually possible to eliminate any Irish tax cost on the repatriation of profits to Ireland and
extensive treaty network
Intellectual Property (IP) regime
Ireland's IP regime combined with the tax incentives already outlined make Ireland an attractive location for establishing an IP holding company to effectively manage and exploit IP.
Research and Development tax credits
In addition to allowing a tax deduction in computing trading income, Ireland also provides a tax credit of 25% of capital and revenue expenditure (including, to a certain extent, sub-contracted R&D spend) on qualifying research and development expenditure.
Consequently the effective value of the tax deduction and tax credit is 37.5%. The credit may be used in a variety of ways, including to reward key employees by effectively giving them the benefit of credit.
R&D tax credit claims must be made within 12 months of the end of the accounting period in which the expenditure is incurred.
Knowledge development box
From 1 January 2016, Irish registered companies that generate profits as a result of qualifying research and development activities on certain intellectual property assets including copyrighted software and patented inventions qualify for an effective corporation tax rate of 6.25% which is half the usual rate.
Tax depreciation is available on a broad range of IP assets. Companies carrying on a trade can claim this tax depreciation on the capital cost of acquiring qualifying intellectual assets over the qualifying life of the asset or 15 years.
Companies can effectively write capital expenditure off against the income streams that the expenditure generates.
There is no claw back of the relief granted if the intangible asset is retained for at least five years.
There is no stamp duty on the transfer of certain IP assets.
Allowance for expenditure on scientific research.
A company carrying on an Irish trade that incurs expenditure on capital equipment for research purposes qualifies for 100% capital allowances.
The Irish Collective Asset-management Vehicle (ICAV)
Legislation providing for the establishment of the ICAV was introduced in Ireland in 2015. An ICAV is a new and flexible corporate fund structure which is not subject to Irish company law but is governed by bespoke new ICAV legislation. An ICAV operates as a corporate vehicle which is fully exempt from Irish tax on income and profits and may be particularly attractive to US investors as it should be entitled to "check the box" to elect to be a designated entity for US domestic tax purposes.
Executives coming to Ireland - Special Assignee Relief Programme (SARP)
The SARP targets the assignment of key foreign based individuals to their Irish based operations. The relief operates by exempting from income tax 30% of qualifying employment income in excess of 75,000. It should be
This relief applies to employees assigned to work in Ireland for a minimum period of 12 months and can be availed of for a maximum period of five years
Assignees arriving in 2012 to 2017 are eligible
New hires are not eligible the employee must have been a full time employee of a company incorporated and resident in a Double Tax Treaty
Country and must have exercised the duties for that employer outside Ireland for the 6 months prior to arrival in Ireland. In addition, the individual must not have been tax resident in Ireland for the 5 tax years preceding the year of arrival (Irish domiciles / citizens are not excluded)
Irish Employees going abroad - Foreign Earning Deduction (FED)
The FED scheme is designed to assist companies seeking to expand into certain specified relevant countries. Where the relief applied, a portion of the individual's employment income (up to a maximum of 35,000) is exempt from Irish tax. To qualify for the relief, the individual must have at least 40 "qualifying days" in the year a "qualifying day" for this purpose is one of at least three consecutive days which the individual is present in one of the relevant countries for the performance of employment duties. The relief will operate for the tax years of assessment from 2012 to 2017.
Generous fiscal incentives are available to foreign companies looking to invest in Ireland.
These packages are flexible and vary from project to project. The primary grant aids available are as follows:
capital grants contributing towards the cost of fixed assets, including: site purchase and development, buildings and new plant and equipment
where a factory building is rented, a grant towards the reduction of the annual rental payments may be available instead
employment grants to companies which will create
jobs. Normally, one half is paid on certification that the job has been created and the balance one year later, provided the job still exists
training grants to cover the full cost of certain training initiatives. Covered costs include trainees' wages, travel and subsistence expenses and engagement of instructors, consultants to train
research and development grants in respect of approved research and development work, including product and process development, feasibility studies and technology acquisitions
In addition Enterprise Ireland has a significant support packages for entrepreneurs and start-ups.
The Central Bank of Ireland is responsible for banking and financial regulation. As Ireland is a member of the euro zone, some central bank functions are shared with other members of the European System of Central Banks.
The two main Irish banks are Allied Irish Banks plc and Bank of Ireland. RBS / Ulster Bank, HSBC, KBC and Barclays also have a retail and / or business presence in Ireland.
Opening a bank account in Ireland
Residents and non residents may hold both euro and foreign currency accounts in Ireland and abroad. Electronic banking is widespread.
Payments can be settled via domestic interbank payment systems and pan European clearing systems. Some allow for settlement in real time, others on a same or next day basis. Cheques are still used particularly by small and medium size firms but their use is declining and there are plans to phase out cheques by 2018.
Use of electronic credit transfers is growing and is almost used across the board for payroll payments. Paper based credit transfers are also popular.
Debit and credit cards are wide spread and most are based on chip and pin technology.
As one would expect, Irish based banks offer sophisticated financing products including overdraft, lines of credit, term loans, invoice discounting, factoring, leasing, structured finance, letters of credit, commercial paper and bonds.
INTELLECTUAL PROPERTY & DATA PROTECTION
Copyright, trade marks, patents, designs and ancillary rights such as confidential information are all capable of being protected in Ireland.
The Copyright and Related Rights Act 2000 transposed certain EU directives into Irish law and provides protection for specific works such as computer programs and original databases as well as literary, dramatic, musical and artistic works during the lifetime of the author and for 70 years thereafter.
Another form of database right dealt with in the Act gives rights to the creators of a database where there has been substantial investment in obtaining, verifying or presenting the contents of the database (irrespective of whether the database is a copyright work). The database right expires 15 years from the end of the calendar year in which the making of the database was completed.
Trade marks are protected under common law by way of action for passing off and also under statute by the
Trade Marks Act 1996 (as amended), which implements European legislation aimed at harmonising trade mark law throughout the EU. It is possible to register a trade mark which would only have effect in Ireland. Trade marks which are granted are registered for ten years and are renewable indefinitely for successive periods of ten years subject to the applicable legislation. Under EU trade mark law it is also possible to apply for European Union Trade Mark protection, which, if granted, gives protection in every EU country, with a single application. Ireland has also ratified the Madrid Protocol, which provides for international trade mark registration.
The Irish patent system is governed by the Patents Act 1992 and there are two types of patent protection available:
a full-term patent
a short-term patent
The full-term patent lasts for 20 years from the date of filing, provided that annual renewal fees are paid and the patent is not revoked at any stage. The term of a patent can be extended via a supplementary protect ion certificate for a maximum of five years where the patent is for a medicinal product for human or animal use or for plant production. The short-term patent lasts for ten years and as with fullterm patents supplementary protection certificates may be obtained.
Ireland is also a member of the European Patent Organisation and has ratified the Patent Co-Operation Treaty. When granted, a European Patent has the effect of a national patent in each of the countries designated. A European Patent designating Ireland has the effect as if it were a full-term patent granted by the Irish Patent Office and a single international application allows for the designation of some or all the contracting countries.
The Industrial Designs Act 2001 is the main legislation in Ireland governing design rights. The Act provides that a design must be new and have individual character to be registrable and a registered design is capable of being protected for a maximum period of up to 25 years.
It is also possible to apply for European Union design protection which gives protection in every EU country.
In addition there is an unregistered design right which lasts for three years from the date in which the design is first made available to the public within the European Union.
Other than the indirect protection afforded by data protection legislation, there is no statutory protection for confidential information and trade secrets in Ireland at the time of writing. However, confidential information and trade secrets can be protected by contractual provision or by and action in common law.
A European Directive on the protection of trade secrets is proposed which seeks to harmonise the protection of trade secrets across the European Union against unlawful acquisition, disclosure and usage. Once adopted, Member States will have to implement the Directive into national law.
E-commerce and consumer protection
Ireland has implemented the Electronic Commerce Directive which applies to almost all organisations who offer commercial services to customers online. The legislation addresses and legitimises electronic contracts and signatures. It provides that certain information must be provided by an online service provider in a manner which is easily, directly and permanently accessible to recipients of a service.
There is a range of legislation that provides protection to consumers when concluding contacts online. For example, the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013 (SI 484 of 2013) provides that before a binding contract for distance selling can be entered into, a trader must supply certain information to a consumer (including the price of the goods, taxes and delivery costs). It also gives consumers
the right to cancel a distance contract. In addition, under the European Union (Alternative Dispute Resolution for Consumer Disputes) Regulations 2015 (SI 343 of 2015), businesses established in Ireland that have committed to or are obliged to use an alternative dispute resolution (ADR) entity to resolve disputes with consumers, must provide consumers with details of the relevant ADR entity.
This information must be provided in a clear, comprehensible and easily accessible way on its website and if applicable, in its general terms and conditions or contracts. Also, under EU Regulation No. 524/2013, businesses must provide an easily accessible link to the European Commission's on-line dispute resolution platform on their websites.
It is important to have appropriately drafted terms and conditions dealing with the requirements of the e-commerce and consumer legislation.
The Data Protection Acts 1988 and 2003 (the Acts) govern data protection in Ireland but when the EU General Data Protection Regulation comes into force on 25 May 2018, it will standardise the current data protection laws across the European Union.
The Acts specify the data protection principles which must be complied with when personal data is being processed. Different provisions apply depending on whether the personal data being processed is classed as sensitive or non-sensitive data.
Duties of data controllers and data processors are also set out in the Acts. The Acts confer certain rights on individuals including: the right to be informed of data being kept; the right to prevent the use of personal details; the right to have ones name removed from a direct marketing list; the right to access personal data and the right to rectify or remove details.
There are restrictions on the transfer of personal data by to a country outside of the European Economic Area. Such a transfer may not take place unless that particular country or territory ensures an adequate level of protection for the privacy of its data subjects in relation to the processing of personal data. It is possible to transfer data to an "unapproved" state provided binding corporate rules or an EU approved model contract is put in place.
EMPLOYMENT LAW IN IRELAND
Employment law in Ireland is largely based on EU law.
The basics what are the obligations of employers in Ireland?
Employees must be given a written statement of details of their contract within two months of commencing employment (eg, salary and deductions, job title or nature of the work, hours of work and overtime, sick pay, holidays etc)
The national minimum wage rate for an experienced adult is 9.25 per hour. An "experienced adult" under the National Minimum Wage Act 2000 is an employee who is over 18 years of age and is in employment of any kind for any two years over the age of 18. Employers are not legally obliged to pay sick leave
Employers should establish certain policies and procedures - including disciplinary, grievance and dignity at work (including bullying and harassment,) data protection, absenteeism policies
Employees are entitled to a minimum of 20 days annual holidays, in addition to nine statutory public holidays.
The maximum average working week for many employees cannot exceed 48 hours (subject to certain exceptions) and employers must keep written records of employees working hours and rest breaks.
Employees are entitled to a daily rest break of 11 consecutive hours and a weekly rest break of 24 hours.
Employees aged 18 and over are entitled to a rest break, paid or unpaid, of an uninterrupted period of 15 minutes after working for a period of four and a half hours, or a rest break of 30 minutes after six hours have been worked, which may include the 15 minute break above. Where applicable, breaks are to be spent away from workstations.
If not already included in the rate of pay, employees are generally entitled to a premium payment for Sunday working or paid time off in lieu. The employment contract should expressly state whether or not the rate of pay is inclusive of a Sunday premium.
Termination of employment
There are minimum notice periods for termination of contracts of employment in the absence of employee misconduct. The duration of notice is dictated by the employee's period of continued service and varies from one week's notice to eight weeks' notice.
Employees who have been employed by an employer for more than one year are generally protected from being unfairly dismissed unless the employer can establish that there were substantial grounds justifying the dismissal such as the employee's conduct or redundancy (subject to fair selection). Fair procedures must also be followed in completing the termination.
While the employee may be awarded compensation up to a maximum of two years salary and / or reinstatement under the Unfair Dismissals acts 1997 (as amended), in practice, awards are often made and termination packages agreed below this level.
In certain cases an employee could seek to apply for a High Court injunction preventing any dismissal from taking effect.
In the case of the transfer of a business, all accrued employee rights (except certain pension rights) automatically transfer to a new employer so that dismissal due to such transfer is usually regarded as unfair.
Even where a redundancy may be justified, an employer must not unfairly select employees to be made redundant and the selection must be justified by objective criteria.
Employees who have worked for at least two years for an organisation are entitled to a statutory redundancy lump sum when made redundant.
The level of the statutory redundancy payment is based on the pay of the employee.
Eligible employees are entitled to:
Two weeks' pay for every year of service over the age of 16
One further weeks' pay
The amount of the statutory redundancy payment is subject to a maximum earning limit of 600 per week (31,200 per year).
Maternity and protective leave
Female employees are entitled to up to 42 weeks maternity leave in Ireland. The employee is entitled to a pay-related maternity allowance from the Government during the first 26 weeks of maternity leave and there is no obligation on the employer to pay remuneration at any time during leave. There is a general right to return to work after maternity leave.
Employees are also entitled to adoptive leave on a similar basis.
Male employees are entitled to up to 14 weeks unpaid parental leave and a right to return to work after such leave.
Carer's leave allows an employee to leave their employment temporarily to provide full time care for a person who is in need of such care. An employee is entitled to a maximum of 104 weeks leave in respect of any one care recipient. The minimum statutory entitlement is 13 weeks. The employee must have at least 12 months continuous service with the employer before the commencement of leave. There is no right to remuneration or superannuation benefits while on carer's leave.
With effect from the 1 September 2016, new parents (other than the mother of the child) are entitled to paternity leave from employment following the birth or adoption of a child. The parent is entitled to statutory paternity leave for two weeks which can be taken any time during the first six months following the birth or adoption placement. Employers are not obliged to pay employees who are on paternity leave, however, employees may qualify for paternity benefit from the Department of Social Protection.
Employers should be aware of the Employment Equality Acts 1998 and 2004 which prohibits discrimination on nine grounds. The grounds are: gender, marital status, family status, sexual orientation, religion, age, disability, race / colour / nationality / ethnic or national origins and membership of the traveller community. The Act prohibits discrimination in employment and deals in particular with access to employment, conditions of employment, training or experience for or in relation to employment, promotion or re-grading or classification of posts.
The Protected Disclosures Act 2014
The Protected Disclosures Act 2014 is in place to protect whistleblowers. Under the Act, employers are prohibited from penalising employees who disclose relevant information which they reasonably believe shows one or more "relevant wrongdoings" have taken place in their place of work. The Act defines a number of "relevant wrongdoings" including: committing an offence, a threat to the health and safety of an individual, a miscarriage of justice, failing to comply with a legal obligation other than one arising under the workers contract of employment; damage to the environment, unlawful or improper use of public funds or resources or an act or omission by a public body that is oppressive, discriminatory or grossly negligent. Where an employer is found to have penalised an employee for making a protected disclosure, the employee may be awarded compensation of up to five years' salary.
In order to work in Ireland a non-EEA National, unless they are exempted, must hold a valid employment permit. In 2016, the Department of Jobs, Enterprise and Innovation launched the employment permits online system with the aim of establishing faster turn-around times and facilitating easier online submission of supporting documents. The Department has published a very helpful user guide on its website. The main forms of permit are still the same - namely the Critical Skills Permit, the Intra-Company Transfer Employment Permit, the General Employment Permit and the Contract for Services Permit. There are also other forms of permit for specific situations. Applying for the most appropriate form of permit should be carefully reviewed at the outset to reduce the risk of refusal and time delays. In the following pages we outline the key details of the main types of employment permits.
General Employment Permit
Two years but may be renewed for a further three years
An application fee of 500 is required for permits of up to six months in duration. An application fee of 1,000 is required for permits of up to two years duration.
Eligibility / Requirements
Minimum annual remuneration is generally 30,000 (remuneration includes salary and health insurance) (there are certain exceptions)
Non EEA students who have graduated in the last 12 months from an Irish third level institution and have been offered a graduate position from the Highly Skilled Occupations List may apply
Non EEA students who have graduated in the last 12 months from an overseas third level institution and have been offered a graduate position as an ICT professional from the Highly Skilled Occupations List may apply
Applications may be for specialist language support and technical or sales support with a fluency in a nonEEA language for companies who are getting support from the State enterprise development agencies
The individual must be directly employed and paid by the employer
The employer must be trading in Ireland, registered with Revenue and with the Companies Registration Office
A permit will only be issued to companies where the granting of a permit would not mean that more than 50% of the employees would be non EEA nationals
New applications must include evidence that a labour market needs test has been carried out meaning that that vacancy must have been advertised with the Department of Social Protection employment services / EURES employment network for two weeks and in a national newspaper for at least three days and in either a local newspaper or jobs website for three days
Employment permits are not available for occupations listed under the heading "Ineligible Employment" on the Ineligible Categories of Employment list
Where an employee is on their first employment permit, they are expected to stay with the new employer for 12 months (apart from in exceptional circumstances). After that, the employee may move to a new employer provided that a new application for a General Employment Permit is made for a similar job or to another eligible employment sector
Critical Skills Employment Permit
This permit is issued for two years and the employee is not required to renew it. Instead the employee may, on the expiry of this permit type, apply to his or her local immigration office for a Stamp for permission to live and work in Ireland without an employment permit.
The fee for a Critical Skills Employment Permit is 1,000. If the application is refused or withdrawn, 90% of the fee will be refunded to the applicant.
Eligibility / Requirements
There are 2 categories of eligible occupations for a Critical Skills Employment Permit:
1. Jobs with an annual salary of 60,000 or more occupations other than certain ineligible job categories and those which are contrary to the public interest
2. Jobs with annual salaries of 30,000 or more the occupation must be on the Highly Skilled Occupations List
The employee must have a job offer from a company or employer who is registered with Revenue, trading in Ireland and trading with the Companies Registration Office
The employee must be directly employed and paid by the employer in Ireland
The job offer must be for two years or more
A labour market needs test is not required
The employee must have the relevant qualifications, skills and experience required for the job
For jobs in the 30,000 or more salary range, the employee must have a degree qualification or higher
For jobs with an annual salary of 60,000 or more, the employee must have a degree or equivalent experience
The employee is expected to remain with the employer for 12 months (except in exceptional circumstances). After that, the employee may change employer provided that he or she has made a new application for a Critical Skills Employment Permit
Dependent / This permit
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There is no fee for Dependent / Partner/ Spouse Employment Permit applications or renewals.
Eligibility / Requirements
This type of permit applies only to spouses, partners or dependents legally resident in Ireland. Applications for this type of permit must go through the normal employment permit procedures
In order to be eligible, the applicant and the employment permit holder must be married, in a recognised partnership or in a civil partnership. A dependent must be a family member who is unmarried and aged under 18 years. The employment permit holder must have either a valid Critical Skills Employment Permit, a valid Green Card permit or a valid employment permit or hosting agreement in respect of a researcher position. The employment permit holder must also still be working within the terms of his or her permit
Someone on a Dependent / Partner / Spouse Employment Permit is expected to stay with the original employer for 12 months unless there are exceptional circumstances. After that it is possible to change job once an application for a Dependent / Partner / Spouse Employment Permit is made
The applicant must have a job offer and must have the qualifications, skills and experience required for the job
They must be paid directly by the employer and paid by their employer in Ireland
The applicant may work for a minimum of ten hours per week
The remuneration can be less that 30,000 per year however they must be paid at least the national minimum wage
The employer must be trading in Ireland, registered with the Revenue and with the Companies Registration Office
Atypical Working Scheme
Up to 90 days
An application fee of 250 is required under the Scheme.
Eligibility / Requirements
A non EEA national may qualify for this Scheme if they are required by an Irish based company to work where:
-- A shortage of skills has been identified
-- They are required to provide a specialised or high skill to an industry, business or academic institution
-- They are a paid or funded short term employee or intern. This applies to students studying on an approved third level course outside Ireland where the Irish employment or internship is part of the course
-- They will work as a locum doctor employed and paid by an agency
-- They will work as a nurse or midwife on the RCSI Clinical Adaptation and Assessment Programme
A letter of confirmation from the Irish based host organisation and a copy of biographical page of the Applicant's Passport must be included with the application
The employee must apply for the Scheme from outside Ireland and must not travel to Ireland until they have an Atypical Working Scheme Letter of Approval
Company of an Intra
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The fee for a new Intra-Company Transfer Employment Permit, which must be paid by the connected person, is:
500 for an Employment Permit of 6 months or less duration or
1,000 for an Employment Permit from 6 months up to 24 months duration
The fee for a renewal of an Intra-Company Transfer Employment Permit is:
500 for an Employment Permit of 6 months or less duration
1,000 for an Employment Permit from 6 months up to 24 months duration
1,500 - for an Employment Permit from six months, up to 36 months duration
If an application is unsuccessful then 90% of the fee will be refunded.
This permit is designed to facilitate the transfer of senior management, key personnel or trainees who are non-EEA nationals from an overseas branch of a multinational corporation to its Irish branch
Intra-Company Transfer Employment Permits are strictly limited to the following eligible positions:
Senior management earning a minimum annual remuneration of 40,000
Key personnel earning a minimum annual remuneration of 40,000 or
Personnel undergoing a training programme earning a minimum annual remuneration of 30,000
The senior manager or key personnel must have been working for a minimum of 6 months with the overseas company prior to transfer in order to support the contention that the person is integral to the organisation
If the application is in respect of Training the foreign national must have been working for the Foreign Employer for a minimum period of 1 month prior to the transfer
Contract for Services Employment Permit
Applications may be granted for a maximum period of up to 24 months in the first instance and may be extended upon application to a maximum stay of five years.
The fee for a first time Contract for Services Employment Permit is:
500 for an employment permit of 6 months or less duration or
1,000 for an employment permit from 6 months up to 24 months duration
The fee for renewal of a permit is:
750 - for an employment permit of 6 months or less duration or
1,500 - for an employment permit from six months, up to 36 months duration
If an application is unsuccessful 90% of the fee will be refunded.
This permit is designed for situations where a foreign undertaking (Contractor) has won a contract to provide services to an Irish entity on a contract for services basis and to facilitate the transfer of non-EEA employees to work on the Irish contract in Ireland
This permit type is strictly limited to positions required for the service of the contract and cannot be considered for any occupations listed in the Ineligible Categories of Employment for Employment Permits or those contrary to the public interest
The employee in question must have been working for a minimum period of 6 months with the Contractor prior to transfer in order to support the contention that the Contractor was awarded the contract on the basis of the skills and service he or she could provide
Employees must earn a minimum of 40,000 per year which may include payment for board and accommodation or health insurance paid by the Contractor
At the cessation of the contract or when the permit expires the permit holder in question must leave the State
It should be noted that a permit holder after holding a Contract for Services Employment Permit for one year may apply for an alternative employment permit eg, a Critical Skills Employment Permit or a General Employment Permit. The application will be evaluated in line with the normal applicable criteria and rules for the employment permit type
Property ownership in Ireland is broadly divided into two categories - freehold (where a property is owned outright) and leasehold (where a tenant holds the property subject to the terms of a lease).
A lease may be a long lease, for example for 999 years, or alternatively a shorter "occupational lease", typically for a term between ten and 25 years.
In general, there are no restrictions on non-Irish or nonEU persons or companies acquiring or leasing commercial property in Ireland. When buying, selling or leasing property in Ireland, it is prudent to consult a solicitor as early in the process as possible. It is also prudent for purchasers and tenants of property to have the property surveyed to determine its physical and structural condition. This is because the principle of Caveat Emptor ("let the buyer beware") applies in Ireland so that a purchaser or tenant takes property in its actual condition with no requirement on the seller or landlord to ensure that it is free from defects.
Purchasing real estate property in Ireland
Following an agreement as to the terms of the purchase of the commercial real estate, the parties will enter into a contract for sale and the purchaser will pay a deposit (generally 10% of the overall purchase price). All contracts for the sale of land in Ireland must be evidenced in writing and signed by or on behalf of the party against whom it is to be enforced. As such a contract need not be a single document signed by all parties, care must be taken to avoid creating a contract by exchange of correspondence, whether in letter, fax, email or other written form.
Once contracts have been entered into, the process is completed by the parties entering into a deed of transfer and payment by the purchaser of the balance of the purchase price due under the contract (typically six weeks after signing of contracts).
Following completion of the sale, the purchaser will be required to register with the Land Registry as the new owner of the property.
Leasing of commercial real estate
Leasing commercial real estate affords a tenant the flexibility of agreeing a term which allies with their business plan.
Short-term leases generally have a term of five years or less. Longer term occupational leases would have a term of ten to twenty years. A tenant does not have an automatic right to "break" the lease during the term. This would have to be negotiated between the landlord and tenant. Rent reviews usually take place every five years. Under Irish law, a requirement that the rent be reviewed on an upwards only basis is outlawed, and the rent will be reviewed to open market level. Leases of commercial real estate typically incorporate covenants and conditions regulating the use of the premises and requiring the tenant to keep the premises in good repair and to insure the property.
OTHER KEY POINTS
Stamp duty payable on purchase or leasing
Following the purchase or leasing of commercial real estate, stamp duty is payable by the purchaser or tenant to the Revenue Commissioners. The rate of stamp duty on the acquisition of commercial real estate is payable at a rate of 2% of the purchase price. On the grant of a lease the 2% rate applies to any premium paid by the tenant for the grant of the lease. The tenant must also pay stamp duty at a rate of 1% on the annual rent for an occupational lease not exceeding 35 years. There are higher rates for longer leases.
Value Added Tax (VAT)
VAT may be payable on the sale of a commercial property. The VAT treatment of the transaction should be considered by the parties at pre-contract stage and provided for in the special conditions of the contract for sale.
A lease of commercial premises may also be subject to VAT as the landlord has an option to charge VAT on the rent.
Rates and water charges
Commercial rates and water rates must be paid by the occupier of commercial premises. The purchaser or tenant should be satisfied that all commercial rates and water rates are paid up to date of completion of the sale or commencement of the term of the lease.
Two registration systems record property ownership in Ireland:
The Land Registry
The Registry of Deeds
Both are managed and controlled by the Property Registration Authority.
Registration in the Land Registry is intended to provide conclusive evidence as to the ownership of property registered there. The Registry of Deeds is an older system which requires an investigation of the title to the property to confirm the seller owns the land. On the purchase of a property in Ireland, it is now compulsory to register ownership in the Land Registry on completion of the transaction.
An application for planning permission must be made to the local planning authority before a property can be developed, altered or its use materially changed.
If an application for planning permission is unsuccessful, an appeal can be lodged with the Planning Board and subsequently with the courts.
Once granted, a planning permission will be subject to conditions which may include financial payments.
The permission usually has a five-year life span. On completion of the works, certificates of compliance with the planning permission and building regulations will need to be obtained from suitably qualified architects or engineers.
Appendix: Ireland facts and figures
P O P U L AT I O N
GMT +0.00 (Daylight saving +1 hour)
Ireland is 5 hours ahead of US east coast and hours behind Beijing and Hong Kong
FREE TRADE ZONES
Shannon Free Zone Ringaskiddy Free Port
C A P I TA L
OTHER MAJOR CITIES
Cork Galway Limerick
Dublin Shannon Cork Knock Belfast International (Northern
MAJOR EXPORT MARKETS
USA 23% UK 16% Belgium 14% Germany 7% France 5% Switzerland 4%
International dialling code: 353 Currency: Euro Swift code: EUR
Average daily temperature of 1519C in Summer
Average daily temperature of 5-7C in Winter
MAJOR IMPORT SOURCES
UK 34% USA 12% Germany 8% China 6% Netherlands 5% France 4%
Ireland and Europe
Ireland first joined the Common Market (as it was then known) in 1973 and was one of the founding members of the euro launched in 2002. Ireland is also a member of the OECD, WTO, the Council of Europe and the Bank for International Settlements.
Until 2008 the Irish economy enjoyed rapid expansion and was hailed internationally as an economic success story and epitomised by reference to the "Celtic Tiger".
Since then the bursting of the property bubble and the international recession and banking crises has had a dramatic impact on the economy and the public finances.
More recently Ireland has been hailed as an example of a country successfully addressing its problems. It exited the lending programme previously agreed with the IMF / EU / ECB in December 2013, allowing Ireland to restore full market access and provided a reputational boost internationally.
The Irish economy grew by 5.2% in 2016 the fastest growing economy in the Euro zone.
I-ERMCIOSAHNKOEINCMGOYNITIONTMTHHYEEFGAERUSETRWEOSBZTYOGTNRHEOISWMINUGCH IN 2016
Ireland is a parliamentary republic and has a written constitution. The president has limited powers and executive authority is exercised by the prime minister (Taoiseach) and a cabinet of ministers.
The president is directly elected every seven years and the next presidential election is scheduled to take place in November 2018. The current president is Michael D. Higgins and the current Taoiseach is Leo Varadkar.
The second or upper house known as the Seanad is composed of 60 members elected from different bodies and institutions including the universities and vocational panels.
Seanad elections are held within 90 days of the election to the Dil. Elections must be held at least every five years.
The most recent election was in February 2016.
The national parliament (Oireachtas) is divided into two houses known as the Dil (House of Representatives) and the Seanad (Senate).
Elections to the 158 member Dil is by popular vote where candidates are elected from multi- seat constituencies using the electoral system of proportional representation based on the single transferable vote.
RIVERSIDE TWO SIR JOHN ROGERSON'S QUAY DUBLIN 2, D02 KV60, IRELAND