INVESTING IN IRELAND
A guide to foreign direct investment in Ireland.
Why Ireland 3 Getting Started 4 Taxation 6 Investment Incentives 9 Financial Services 10 Technology and Intellectual Property 12 Employment 14 Data Privacy 16 Real Estate 17 Further Information19
For the sixth year running, Ireland tops the world's ranking in attracting highvalue projects to our shores. 1 and over 1200 international companies have chosen to base their EMEA operations in Ireland.
The only English speaking member of the Eurozone with access to 500 million consumers
Stable corporation tax rate of 12.5 % and double taxation treaties with 72 countries
Generous R&D tax credits of up to 25%
A highly competitive business environment. We have been ranked the 2nd most competitive economy in Europe and the 6th most competitive economy in the world. (Source: IMD World Competitiveness 2017) 2
The first OECD-compliant Knowledge Development Box which can result a 6.25% corporate tax rate on qualifying profits.
A highly educated, English speaking workforce which is the youngest in Europe and ranked 1st in the world for the flexibility and adaptability 3
A wide variety of incentives for inward investors
1 IBM 2017 Global Locations Trends Report 2 Forbes Best Country for Business Report 2017 3 IMD World Competitiveness Yearbook 2017
Quick and straightforward to incorporate a new company or register a branch
No minimum capital requirements
No requirement for shareholders or officers to be Irish
Transparent corporate governance regime
Inward investors into Ireland use a variety of structures to enter the Irish market. The right structure will depend on factors such as the specific sector, business product, service and the extent to which a local presence is required. Examples include: Trading through a private limited liability company; Setting up an Irish registered branch office; Acquiring an existing business in Ireland; Using a joint venture with a third party; and/or Entering into partnership with another business.
The two entities most often used by inward investors setting up in Ireland are the limited liability company or a registered branch office. Most inward investors chose a limited company which is usually set up as a wholly owned subsidiary of the inward investor parent company.
QUICK AND EASY INCORPORATION
Incorporating new Irish companies or registering a branch for a non-Irish company is a straightforward and quick process. Limited liability companies can be established within five working days.
Irish companies can be financed by way of debt, subscription for shares, and, in certain circumstances, contribution of capital without an issue of shares. There is no restriction on the size of share capital or the currency in which the share capital is denominated.
Irish companies are required to have at least one director who is resident in the EEA or to have put in place an insurance bond to the value of 25,395. A corporate entity can act as a company secretary but a director must be a natural person.
STRAIGHTFORWARD SHAREHOLDER REQUIREMENTS
Shareholders are not required to be Irish and may be corporate entities or individuals. A private limited company must have at least one shareholder and cannot have more than 149 shareholders.
Unlike many other European countries, it is not necessary to establish a bank account before registering an entity in Ireland.
TRANSPARENT CORPORATE GOVERNANCE
The day-to-day management of an Irish company is normally carried out by its board of directors. Directors have a wide range of responsibilities under Irish law. Further guidance is available from the Office of the Director of Corporate Enforcement at www.ocde.ie.
AUDITORS AND ACCOUNTS REQUIREMENTS
All Irish companies, except certain small companies, must appoint an auditor and Irish companies and branches registered in Ireland are required to publicly file accounts.
As an alternative to incorporating a new Irish company, a registered branch operation can be easily established and enjoys relatively discrete ongoing filing requirements. Often a registered branch is seen as a "lighter" form of entry into the Irish market, with lower regulatory requirements and maintenance costs than a limited company. This can be an attractive option for inward investors who want to take a tentative first step into the Irish market or where the levels of activity in Ireland are likely to remain limited.
If the business is considering sending an employee to Ireland to work, it is important to obtain immigration advice before registering an Irish entity. Please see the Employment section of this guide for further details.
IRELAND AS A GLOBAL BUSINESS CENTRE
The ease of establishing a business presence in Ireland is just one of the reasons that it has been chosen by:
9 of the top 10 global software companies
9 of the world's top 10 pharma companies
13 of the world's top 15 medical technology companies
14 of the top 15 global aviation lessors
15 of the world's top 25 financial services companies
All 10 of the world's top 10 `born on the internet' companies
Attractive holding company location with tax treaties with 72 countries
Effective zero tax rate for foreign dividends
Income tax relief for foreign employees
12.5% corporate tax rate in Ireland
12.5% corporation tax, one of the EU's lowest
25% Research & Development tax credit
Ireland 12.5% Singapore 17% UK 21% Netherlands 25% China 25% Germany 29.58% USA 40%
6.25% preferential tax rate on income arising from intellectual property with the Knowledge Development Box
Ireland enjoys a transparent and business-friendly tax environment centred around its attractive and stable corporation tax rate, generous tax credits for research and development and innovative reliefs on activities involving intellectual property.
COMPETITIVE AND STABLE CORPORATION TAX RATE
Ireland's corporate tax rate of 12.5% on trading income is one of the lowest "onshore" corporate tax rates in the world. The 12.5% tax rate is applicable to trading income in general and is not an incentive rate.
Irish tax resident companies are liable to tax on their worldwide income and gains while foreign branches are liable on their Irish source income.
Corporation tax at the rate of 25% applies to investment income, certain land dealing activities as well oil, gas and mineral exploitation.
ATTRACTIVE LOCATION FOR HOLDING COMPANIES
Irish located holding companies may avail of numerous incentives including:
1. Capital gains tax participation exemption on disposals of companies (shareholding of 5% or more) that are trading and tax resident in an EU or tax treaty country.
2. Effective tax exemption for foreign dividends through "onshore pooling" which enables foreign tax credits to be mixed so that no additional Irish tax may arise. Unused foreign tax credits may also be carried forward.
3. No withholding tax on outward bound dividends and interest paid to EU member states and most tax treaty countries.
4. Ireland's extensive double taxation treaty network with 72 countries. 5. No controlled foreign corporation rules.
Double taxation treaty with Ireland
RESEARCH AND DEVELOPMENT (R&D) TAX CREDIT
Ireland's R&D tax credit scheme allows qualifying R&D expenditure to generate a 25% tax credit for offset against corporation tax or it can be refunded in cash. This is in addition to the normal tax deduction at 12.5%.
The R&D tax credit is available to Irish resident companies and branches on the cost of in-house qualifying R&D undertaken within the European Economic Area (EEA), provided that such expenditure is not otherwise eligible for tax benefits elsewhere in the EEA.
A company may surrender some, or all, of its R&D credits to key employees working in R&D, so that they reduce their income tax payable.
TAX RELIEFS ON INTELLECTUAL PROPERTY
Capital expenditure on the acquisition of intangible assets may be written off over the life of the asset or fifteen years (whichever is shorter). The relief is provided by allowing the accounting amortisation of the asset as a tax deduction against trading income from the management, development or exploitation of the intangible asset concerned.
KNOWLEDGE DEVELOPMENT BOX
Ireland has introduced the first OECD-compliant Knowledge Development Box. In brief, where a company qualifies for the Knowledge Development Box relief, it is entitled to a 50% allowance on its qualifying profits which, in effect, results in a 6.25% corporate tax rate on those qualifying profits. With proper planning, the Knowledge Development Box relief can be of great benefit to multinational enterprises.
Where income is earned under a foreign employment contract, such income will be liable to Irish tax to the extent attributable to duties undertaken in Ireland. Foreign executives may reduce their Irish tax liabilities through numerous exemptions and reliefs including the remittance basis of taxation which can be used to limit an executive's Irish tax liability to Irish source income and remitted income (foreign income and gains brought into Ireland). Advance structuring can greatly reduce the remitted income that is liable to tax in Ireland. The Special Assignee Relief Programme (SARP) provides income tax relief to qualifying employees by allowing them to have a portion of their employment income not liable to income tax in Ireland. Transferred employees arriving between 2015 and 2017 may elect to have 30% of their employment income and benefits exceeding 75,000 not liable to Irish income tax. Additionally, employees who qualify for SARP may also receive, free of tax, specific expenses for travel and costs associated with the education of their children in Ireland. The employee must have been employed by their employer for at least six months before arriving in Ireland. SARP may be claimed for a maximum of five consecutive years. An employer, for SARP purposes, is a company that is incorporated and tax resident in a country with which Ireland has a double tax treaty or a tax information exchange agreement.
Ireland is ranked first in the world for the attractiveness of its investment incentives4 for inward investors with a wide variety of programs available from numerous state agencies.
IDA Ireland is charged with securing inward investment into Ireland. IDA grant aids are available for inward investors including capital grants, R&D grants and employment grants. It should be one of the first points of contact for inward investors. For further information, visit www.idaireland.com
dars na Gaeltachta encourages investment in the Irish speaking areas of Ireland through a range of incentives for new and existing enterprises. For further information, visit www.udaras.ie
Techlife is a state-led initiative to attract up to 3,000 top technology professionals to Ireland each year. For further information, visit www. techlifeireland.com
Connect Ireland is a scheme to attract small businesses to Ireland. For further information, visit www.connectireland.com
InterTradeIreland, a cross-border trade and business development body, runs a programme called `Elevate' to assist with sales development by providing financial or mentoring assistance to help identify cross- border markets or customers, and win new business throughout Ireland and Northern Ireland. For further information visit www.intertadeireland.com
4 IMD World Competitiveness Yearbook 2014
Financial Services and Investment Funds
Ireland is a global centre for financial services and investment funds. Over EUR 4.1 trillion of investment fund assets are under administration in Ireland which is also the location of choice for fund promoters from over 50 countries, many international insurance providers and over eighty international banks.
Access to EU markets for regulated UCITS funds through the EU passporting regime
World leader in aircraft leasing with fourteen of the world's fifteen largest aircraft lessors located in Ireland
International hub for insurance and re-insurance with a gross roll up system avoiding tax charges during the life of insurance policies
Global centre for alternative investment funds
REGULATED FUNDS AND EU PASSPORTING
The majority of Irish regulated funds are Undertakings for Collective Investment in Transferable Securities (UCITS) funds which are open-ended retail investment vehicles investing in transferable securities and other liquid financial securities. UCITS funds may avail of a "single passport" throughout the EU and once established and regulated in Ireland, UCITS funds may be marketed and sold to the public in all EU member states, provided it complies with the applicable investment and borrowing requirements. The non-UCITS regime is designed for funds which employ more complex investment strategies and which primarily target sophisticated investors.
WORLD LEADER IN ALTERNATIVE INVESTMENT FUNDS
Ireland is seen as a global centre for alternative investment funds (AIF). The principal type of AIF in Ireland is the Qualified Investor Alternative Investment Funds (QIAIF). QIAIFs offer flexibility for alternative investments such as infrastructure funds, hedge funds, private equity funds and REITs and are only open to certain investors.
GLOBAL CENTRE FOR AVIATION FINANCE
Over 50% of all of the world's commercially leased aircraft are owned or managed from Ireland with fourteen of the top fifteen lessors by fleet size being located in Ireland5. No transfer taxes apply to the transfer of ownership of aircraft and aircraft lessors typically enjoy full recovery of VAT on costs associated with aircraft leasing.
INSURANCE AND REINSURANCE
A considerable number of the world's leading insurance and reinsurance providers have selected Ireland as their global headquarters. Ireland is a particularly attractive location for life insurance companies due to its gross roll up system which enables policyholders' investments to grow tax-free throughout the term of the investment with a tax charge (a rate of 41%) only arising when payment is made to the policyholder. Exemptions to the tax charge are available where the policyholder is not resident in Ireland.
SECURITISATION AND STRUCTURED FINANCE
Ireland offers favourable tax treatment for qualifying special purpose companies (SPCs) which hold and/or manage or have an interest in, a wide range of qualifying assets. This enables the establishment of an effectively tax-netural, onshore, EU member SPC which can benefit from Ireland's extensive tax treaty network to minimise withholding tax leakage.
ONGOING STATE COMMITMENT TO THE FINANCIAL SERVICES INDUSTRY
As part of its International Financial Services 2020 Strategy, the Irish Government is committed to creating 10,000 new jobs in the international financial services sector by 2020.
SUCCESSFUL REIT REGIME
Ireland introduced Real Estate Investment Trust (REIT) legislation in 2013 and there are currently three Irish-listed REITs operating in the commercial property and residential property sectors.
5 IDA Ireland
Technology and Intellectual Property
Ireland is a world renowned business centre for technology businesses and for businesses with significant intellectual property and e-commerce regulations. It is the EMEA location of choice for major digital services and content providers such as Google, Facebook, Twitter and Linkedin.
A supportive legal and business ecosystem for the creation and exploitation of IP and technology
A favourable culture and regulatory regime for growing start- ups focused on science, research, IP and technology
A young and skilled workforce ensures favourable conditions for investment in IP and technology intensive businesses
Technology, science and IP are focused on in government policies as areas to be supported fiscally
Ireland's IP regime recognises and creates various rights including copyright, databases, patents, designs, topographies and plant varieties. Confidential information, know-how and trade secrets are respected and protected by Irish law. IP disputes automatically qualify to be heard in the "fast track" commercial division of the Irish High Court, to facilitate their prompt resolution.
Due to Ireland's stable legal environment, favourable corporation tax rate and IPspecific tax incentives, many international corporations chose to locate their IP assets in Ireland and use Ireland as a base to licence IP assets.
Ireland has been recognised as a global digital hub for many years. Local and international businesses use Ireland as a platform from which to trade throughout the world.
Ireland has enacted the EU Distance Selling Regulations and E-Commerce Regulations which deal specifically with off premises contracts, distance selling and contracts concluded electronically. Online traders or those concluding contracts which are off-premises contracts are required to provide certain information to their customers and are subject to certain obligations in relation to the cancellation and return of products as well as "cooling-off" periods.
The Commission for Communications Regulation regulates the Irish electronic communications sector. The Irish telecommunications market is open to the introduction of new services, including licences to provide wireless broadband
access which is available throughout Ireland. The Irish Government is actively involved with service providers to ensure that areas where wireless access is less commercially viable, are covered with the necessary services. The Irish mobile communications industry continues to expand, in turn supporting growth and innovation within the technology sector in Ireland. Digital services and content providers are experiencing continued growth, particularly in Dublin which is a hub for Irish and international businesses operating globally.
Ireland continues to be the foremost platform from which many companies carry out their cloud-based businesses for Europe. Many internationally recognised businesses such as Google, Yahoo!, Facebook and Amazon, have chosen to locate their data centres in Ireland, through which much of their data traffic and the hosting of most other services for Europe, takes place. The advantages afforded by high speed fibre optic networks, reasonable energy rates, a temperate climate (which provides a suitably cool atmosphere for the operation of these centres) and Ireland's political and geological stability makes it an ideal headquarters for datacentres.
EEA nationals and their family members may work and live freely in Ireland and an efficient work permit regime allows for the transfer of non-EEA employees to Ireland. Irish law grants a range of protections to employees but is often considered a more flexible and employer-friendly than most other European countries.
EEA and Swiss nationals may work freely in Ireland
Flexible and well established processes for transfer of non-EU employees to Irish operations
Business-friendly legal regime without works councils and minimal obligations to consult employees
No obligation on employers to make pension contributions
Ireland is ranked first in the world for the flexibility and adaptability of its workforce and availability of senior management talent6
TRANSFER OF EMPLOYEES TO IRELAND
EEA nationals and their family members may work and reside freely in Ireland. EEA nationals working in Ireland are required to register for a personal public service number. Most non-EEA nationals require employment permits to work in Ireland. Various types of employment permit are available and, in most cases, a fee of EUR1,000 is payable for an application for a general employment permit for up to 2 years. . Applications can take several months to process and applications should be prepared well in advance of an anticipated start date. Employees who work under an employment permit in Ireland are covered by Irish employment law. Subject to certain qualifying criteria, companies may avail of intra company transfer permits to transfer existing employees to their Irish operations. Employers may also wish to develop a secondment policy to facilitate the temporary transfer of employees to their Irish operations. Immigration rules are subject to change, often at short notice and so it is always advisable to obtain specific immigration advice at an early stage.
6 IMD World Competitiveness Yearbook 2014
MANDATORY EMPLOYEE PROTECTIONS
In most cases, the employment relationship in Ireland is governed by an employment contract which includes terms automatically incorporated by Irish law such as:
The national minimum wage; Certain minimum notice periods; A maximum working time allowance; A minimum annual leave entitlement of twenty days a year; and Unpaid maternity leave, parental leave, adoptive leave.
Employers are required to have policies and procedures in place to address issues such as grievances and disciplinary matters.
MINIMAL PENSIONS OBLIGATIONS
At a minimum, employers are required to provide access to a Personal Retirement Savings Account (PRSA) but there is no requirement for the employer to contribute to a PRSA or other pension-type scheme.
AUTOMATIC TRANSFER OF EMPLOYEES
On the purchase and transfer of a business (or part of a business) by asset transfer and in certain other situations, the contracts of employment of the employees working in that business transfer automatically to the buyer, as if it had been the employer all along. All existing terms and conditions need to be honoured with the exception of certain occupational pension obligations.
The rules relating to such automatic transfers are covered by Irish legislation derived from EU law and so if acquiring business or assets, or outsourcing/ insourcing, in Ireland or elsewhere in the EU, local advice should first be obtained.
DATA PRIVACY CONSIDERATIONS
Any information which is collected, processed and/or retained by an employer on its employees is protected by the Data Protection Acts and employers must ensure that it is held in a safe and secure manner and processed in accordance with the Data Protection Acts.
in the world for people's flexibility and adaptability of workforce
in Europe for completion of third level education
in the world for the availability of skilled people
Data privacy is relevant to all businesses in Ireland that process personal data relating to living individuals and so will be an important consideration for inward investors.
IRELAND'S DATA PROTECTION REGIME
Data privacy (DPA) in Ireland is primarily governed by the Data Protection Acts 1988 and 2003 which implement EU laws. The regulator in Ireland generally focuses on securing compliance, and tends to provide for improving data privacy rather than levying large fines and issuing decisions against data controllers as a matter of course. In this, Ireland's approach differs from that of some other EU jurisdictions.
The transfer of data from Ireland to locations outside of the European Economic Area is also subject to Irish and EU law.
Where personal data is processed by a data controller established in Ireland, in most cases, Irish law will apply. A data controller is the legal entity which controls personal information on computers or in structured manual files. All data controllers must comply with specific obligations under Irish law about how they collect and use personal information.
Certain types of data controllers, including financial institutions must register annually with the Data Protection Commissioner, Ireland's regulatory authority responsible for data protection matters.
There are eight fundamental rules that all data controllers must comply with. In particular data controllers are required to process personal data fairly and lawfully. Data controllers are also responsible for ensuring their employees, contractors and third parties that process data on their behalf comply with Irish law and honour the rights of the persons whose data is being processed.
Data controllers must ensure that, when processing personal data, whether related to their employees, customers or other parties that they comply with the transparency requirements under Irish Law. Each data controller should ensure that transparent and easily accessible data privacy policies are in place.
Employees must be informed of the existence of any monitoring of their activities and of the purposes for which they are monitored. Individuals must be informed of their entitlement to obtain a copy of personal information data controller's hold about them. This right of access is subject to a number of exceptions under Irish data protection laws.
Data processors have fewer obligations but must keep data secure in accordance with the DPA.
GENERAL DATA PROTECTION LEGISLATION (GDPR)
On 25 May 2018, the DPA will be replaced with a common EU regulation - the GDPR which will primarily regulate data protection in the EU. The GDPR will be supplemented by a new Data Protection Act in Ireland.
An inward investor's property requirement is often its most significant overhead. Ireland offers inward investors well-established and straightforward processes for the rental or acquisition of real estate.
Plentiful supply of high quality commercial real estate available to lease
IDA Ireland can assist inward investors in finding real estate
Well established process for the acquisition of real estate
Transparent regimes for the planning and development of real estate
LEASING A PROPERTY
Most inward investors will decide not to tie up capital and will look to occupy premises on a leasehold basis (especially when initially setting up in Ireland). For inward investors, the form of lease and their covenant strength as a tenant will largely determine the commercial terms of the lease.
TERM OF LEASE
Inward investors should consider how long a term of lease they are prepared to take. Commercial leases in Ireland are normally for terms between five and twenty years. There is no automatic right to "break" the lease and rent reviews normally take place once every five years. The break date could be one or more fixed dates, or a rolling break exercisable at any point after a date specified in the lease.
Inward investors in the retail sector may also benefit from "turnover rent". It may also be possible to negotiate a rent which includes a service charge and insurance rent so as to have certainty on the exact amounts payable each year.
The frequency of rent reviews for commercial leases in Ireland is typically every five years. Rent in Ireland may be revised upwards or downwards in accordance with the open market.
Landlords may incentivise inward investors to take a lease, for example by offering a rent-free period or a contribution towards fitting out a leased property.
If an inward investor takes a lease of a premises which forms part of a larger building, it is likely that service charges will be payable to cover items such as maintenance and repair of the building or the provision of facilities. Such charges can be costly and it is important to get an idea from the landlord at an early stage on the likely level of such costs.
FULL REPAIRING LEASE
Most Irish leases require the tenant to put (and keep) the leased premises in a full state of repair and good condition. Whilst these obligations may vary in strength, they can result in material liabilities which may also include costs for removing any improvements the tenant makes to the premises.
TAX ON LEASED REAL ESTATE
Stamp duty (at a rate of 1% of the annual rent) is payable by a tenant upon the granting of the lease. There may be VAT payable on rent (at a rate of 23%) on commercial leases. VAT registered entities can reclaim VAT paid.
PURCHASING A PROPERTY
In certain circumstances, inward investors may wish to acquire a property for their Irish business operations. It is standard that a 10% deposit is paid by the buyer on execution of a contract for sale. The transfer of title occurs when the buyer completes the purchase of the property. When buying commercial property, buyers will be liable for stamp duty of 6% of the value of the property. In certain circumstances VAT (at a rate of 13.5%) is payable by the buyer of a property.
REAL ESTATE DEVELOPMENT
Planning permission is required before an owner can develop buildings or land, or change their existing use. Applications are made to the local planning authority through a public process. Certain local planning authorities have formulated Strategic Development Zones (SDZ) which fast track the planning process if an applicant complies with the requirements of the SDZ. Planning permission generally expires if it is not implemented within five years.
For further information on doing business in Ireland, please contact:
Emmet Scully Managing Partner and Head of Corporate and Commercial D: +353 1 637 1538 E: firstname.lastname@example.org
If you would like advice on any of the specialist areas featured in this guide or which are relevant to your business operations in Ireland, please contact:
TECHNOLOGY, IP AND DATA PRIVACY
Peter Bolger Partner and Head of Intellectual Property and Technology D: +353 1 6385877 E: email@example.com
Marco Hickey Partner and Head of EU, Competition and Regulated Markets D: +353 1 637 1522 E: firstname.lastname@example.org
FINANCIAL SERVICES AND INVESTMENT FUNDS
David Williams Partner and Head of Financial Services D: +353 1 637 1542 E: email@example.com
Aoife Bradley Partner and Head of Employment, Pensions and Employee Benefits D: +353 1 637 1583 E: firstname.lastname@example.org
Clair Cassidy Partner and Head of Commercial Property D: +353 1 637 1543 E: email@example.com
LK Shields Solicitors is a leading Irish corporate and commercial law firm.
Banking and Finance Capital Markets Commercial Property Company Secretarial and Compliance Corporate Restructuring Employment, Pensions and Employee Benefits Energy and Natural Resources Financial Services Gaming and Gambling Healthcare and Life Sciences Insolvency Insurance Dispute Resolution Intellectual Property Litigation and Dispute Resolution Media and Entertainment Mergers and Acquisitions Private Equity and Venture Capital Projects Sports Law Technology and Data Privacy Telecoms
Dublin London Galway For more information please visit: www.lkshields.ie