When registering a company in Ireland, what are the most important legal considerations that should be taken into account?
When you start a Limited Company in Ireland you need to guarantee that you meet all the legal requirements. Together with selecting a distinguishing name for your company, the things that need to be taken into consideration include: the company needs to have at least one director who’s a resident of the EEA as otherwise, a non-EEA resident bond needs to be provided; have a secretary; have at least one shareholder; have a registered office address and you’d also need to decide on how many shares will be allocated and issued. After your company is registered, the main on-going compliance requirements are as follows: All companies must submit and file an annual return every year, together with abridged accounts to the Registrar of Companies. Failure to do so will result in substantial penalty fees and possible strike-off proceedings, as well as loss of the audit exemption for two years if applicable. The first Annual Return is due six months after incorporation (no accounts required). The only exception to this are Unlimited Companies in certain circumstances.
Every company whose turnover or group turnover exceeds €8.8 million must prepare and file audited accounts. Most registered charities (Companies Limited by Guarantee) must also file audited accounts.
A Corporation Tax Return must be made every year and if the company is VAT registered, VAT returns must be made every two months.
Ireland has one of the lowest corporate tax rates in the world at 12.5%.
How can non-residents avoid difficulties when attempting a company formation in Ireland? Why is it important to contact a specialist?
Getting the correct advice from a specialist is a must when selecting the correct structure of the company to be able to avail of the Irish preferential corporate tax regime. The type of structure you choose depends on the kind of business you are running, with whom you will be doing business and your attitude to risk. It is advisable to get the advice of a company formation specialist like Fidutrust Formations Ltd when considering the structure for your business. Another important aspect is whether the beneficial owner is an EU resident or not. If a non-EU resident wishes to set up a company in Ireland, they need to have an EU resident director in the structure. If they cannot provide one, a non-resident director bond must be put in place. Many of our non-EEA clients ask what a non-resident bond is and why it is required and the explanation is quite simple - it ensures the company for a sum of €25,400 and its purpose is to make sure that it completes the required submissions with the Revenue Commissioners and the Companies Registration Office.
Our company could assist in obtaining this bond or could provide a nominee director to comply with the regulation of having an EU resident in the structure.
Why should people consider registering their company in Ireland? What makes the country attractive?
Ireland is attractive because it has one of the lowest corporate tax rates in the world at 12.5%. Additionally, a thriving research, development and investment sector, with strong government support for productive collaboration between industry and academia, is present in Ireland too. Other benefits are a strong legal framework for development, exploitation and protection of intellectual property rights; a strategic location with easy access to the European, Middle-East and Africa (EMEA) region; excellent IT skills and infrastructure; and an advanced telecommunications infrastructure, with state-of-the-art optical networks and international connectivity. Ireland also offers strategic clusters of leading global companies in life sciences, ICT, engineering, services, digital media, and consumer brands.
Ireland came 11th (out of 82 countries) in the recent Business Environment Ranking of the Economist Intelligence Unit’s ‘Most attractive business locations in the world’ ranking. The country is politically stable, has a respected regulatory regime, is considered to be a low bureaucracy and offers a low-tax environment that is very supportive of entrepreneurs. The World Bank’s ‘Doing business’ report rates Ireland as the easiest place in the European Union to start a business due to having the most business-friendly tax regime out of any country in Europe or the Americas.
Tell us about the tax-efficient structures that are available to businesses in Ireland?
One of the most beneficial elements available in Ireland is a range of specialist tax vehicles. These entities are set up to take advantage of beneficial tax rates and relaxed reporting standards, allowing companies to avoid certain public declarations of funds and profits. These vehicles known as Qualifying Investor Alternative Investment Funds (QIAIF) can come in five different formats, with the Irish Collective Asset-management Vehicle (ICAV).
The World Bank’s ‘Doing business’ report rates Ireland as the easiest place in the European Union to start a business due to having the most business-friendly tax regime out of any country in Europe or the Americas.
Qualifying Investor Alternative Investment Funds (QIAIF) were created to counteract some of the bad press previous tax saving schemes in Ireland had obtained and to compete with other offshore jurisdictions.
Some QIAIF vehicles select the tax transparent Limited Partnership type. However, since their introduction in 2014, the Irish Collective Asset-management Vehicle (ICAV) has been the preferred choice for both US-based or linked investors, outperforming options in several other jurisdictions.
Would an investment into a new company formation in Ireland guarantee a residency permit for non-EEA nationals?
There are two ways in which non-EEA nationals can invest or start a business in Ireland and receive a residency permit or a business visa. The first one is called an Immigrant Investment Program that provides a range of investment options which allows approved non-EEA investors and their immediate family to enter Ireland on multi-entry visas and remain here for up to five years with the possibility of ongoing renewal. The client would have to have a net worth of at least €2MM and be able to invest in one of the categories under this scheme.
The second one is called a Startup Entrepreneur Program and it allows a non-EEA national with a high-potential startup and minimum funding of €75,000 to come and set up a business in Ireland. If you are enrolled in this program, you will receive a 12-month business visa that could be extended after it expires. We would be happy to provide more information on these programs to anyone interested in finding out more
Do you provide assistance with business bank account openings in Ireland or other jurisdictions?
We do and this is our main specialisation. There is a huge demand on the market for bank account opening services, given recent issues in Latvia and Cyprus, and we are proud to be one of the leading agencies in Europe that provide operational, holding, crypto and transactional business bank accounts in the major EU, US, Asian, Swiss and off-shore banks for companies domiciled all over the world. We can open bank accounts for all types of legal entity structures and for most countries of residence of the beneficial owners.
About Fidutrust Formations Ltd & Apex Fidutrust AG
Fidutrust Formations Ltd provides assistance on a wide range of consulting and legal services in Ireland in the field of registration and administration of companies, partnerships, trusts and funds as well as consultancy in Irish civil and business law. Apex Fidutrust AG is a fiduciary and financial intermediary firm providing corporate, banking, asset and wealth management services in Switzerland.
Contact details
Fidutrust Formations Ltd
19 Charnwood Court, Clonsilla, Dublin 15
Contact number: +353 1 559 39 08
Mob: + 353 86 896 82 79
Email: mikhail@irishcompany.eu
Web: www.irishcompany.eu; https://apex.ag/
In 2018 RAK ICC made two key appointments to its team. The appointment of Alan Bougourd as Registrar in February was followed in April by the appointment of Dr Sameer Al Ansari as CEO. These appointments were made as part of the firm’s journey towards achieving global brand recognition as a premium jurisdiction for company formation.
Dr Sameer, a UK qualified Chartered Accountant brings over 30 years of expertise and deep industry knowledge in private equity and investment banking, having managed private equity (PE) funds, investment banks (Shuaa Capital) and investment companies (Dubai International Capital). Dr Sameer was also a Board Member of Dubai International Financial Centre (DIFC) for 12 years.
Commenting on Dr Sameer’s appointment at the time, RAK ICC Chairman, His Highness Sheikh Ahmed bin Saqr Al Qasimi, said: “We are extremely pleased to welcome Dr Sameer as the CEO of RAK ICC. As a much-respected senior figure, his time as a Board Member at the DIFC and Hawkamah as well as his extensive knowledge of the private equity and institutional investment markets reflects his tremendous know-how and it is clear that he will lend substantial credibility to RAK ICC.”
Alan joined as Registrar after having worked in the Guernsey financial services industry for over 25 years, including six years as the Head of the Registry on the island and brings the experience needed to ensure world-class standards of compliance and service at RAK ICC. To hear more about their appointments and the company, Finance Monthly speaks with Dr Sameer and Alan.
RAK ICC is responsible for the registration and incorporation of international companies in Ras Al Khaimah - what are the most important legal considerations that should be taken into account by your clients? How can non-residents avoid difficulties when attempting a company formation in Ras Al Khaimah?
Alan Bougourd: The most important legal considerations to be taken into account, once establishing a sound rationale for operating an International Business, are the stability of the jurisdiction and the legal certainty it provides. As the leading business jurisdiction in the region, the UAE provides a business-friendly environment in a strategically important location. RAK ICC operates under Common Law legislation and companies have access to the Common Law Courts of the Abu Dhabi Global Markets (ADGM) and the Dubai International Finance Centre (DIFC), as well as the local courts in Ras Al Khaimah.
What would you say are the typical issues that RAK ICC faces when advising during the first stages of company registration and incorporation?
Sameer Al Ansari: I am pleased to say that the formation of a RAK ICC company is a relatively straightforward process. We work in close partnership with a large number of agents. Some of them are global firms and others are local businesses, so there is an agent suited to meet the requirements of every potential shareholder. Some of the global firms will have representation in the location of the shareholders and others deal directly with their clients from the UAE - whatever the scenario, the agents are well placed to explain the benefits of, and the requirements for, a RAK ICC company in meeting the international requirements for compliance.
How are these resolved?
Sameer Al Ansari: Choosing the right agent for the individual circumstances of the client is key to a successful on-going relationship. We are updating our Register of Agents to make this process easier. The agent will of course need to meet its own compliance requirements and many of the these are around identifying the client, the underlying beneficial owner, the activities of the company and the source of funds, so being able to provide this information comprehensively is key to getting the relationship off to a good start.
Alan Bougourd: We know that in addition to the RAK ICC company, clients will be looking to open bank accounts, either in the UAE or in other financial centres or indeed in their locality. RAK ICC and its agents work closely with many banks to ensure that their requirements are understood and can be clearly conveyed to clients. As banks increase their due diligence, the key requirement is an understanding not only of the company but also its counterparties in the jurisdictions in which it operates.
You were both appointed as CEO and Registrar respectively earlier this year – what are the responsibilities that you were tasked with and what are the changes/achievements that are expected from you?
Sameer Al Ansari: As CEO, I am tasked with the transformation of RAK ICC into a leading premium jurisdiction whilst also maximising the growth of value-added, knowledge-based, technically advanced and innovative business practices in Ras Al Khaimah – a task I have enormous confidence in meeting, despite global challenges. Reputational risk is a serious matter for our government, however, we are well positioned to become a high-quality jurisdiction and I am delighted to now be a part of RAK’s journey as it plays an increasing role in this sector.
HH Sheikh Ahmed said at the time of Alan’s appointment that: “Evolving client priorities are driving a shift from traditional offshore centres to high quality jurisdictions. Mr Bougourd’s appointment is a clear signal of RAK ICC’s goal of achieving global recognition as a premium jurisdiction for the provision of company formation services with a focus on high-level compliance in line with global standards. We trust that, together, they will work to further align the strategy of RAK ICC to the government of RAK in its overall drive towards building a diversified economy.”
The appointment of Alan and myself, marks the beginning of a journey and will be followed by key appointments to further develop the reach of RAK ICC in the global marketplace. We will be making key appointments to support development in key markets as we look to develop strong long-term relationships and I would encourage anyone that is interested in developing a relationship with the UAE to contact us. We have seen an increased demand from companies looking to move to a quality jurisdiction that is strategically located and is able to meet their requirements is an efficient, sustainable and cost-effective manner. More and more companies are investing time and effort in our systems, processes and product offering, so we ensure that we continue to develop these strengths.
How have the first few months of your appointments been thus far?
Alan Bougourd: Both of us have very much enjoyed meeting with Agents to understand their requirements and to ensure we build long-term relationships with them, in support of their own business objectives, to our mutual benefit. For Dr Sameer, it has been fascinating to adapt his extensive business knowledge to this key market for economic growth and for me, to adapt living and working in the UAE. However, I am enjoying working in a multi-cultural environment and aligning working practices to the highest international standards.
We both have travelled internationally to understand the requirements of international clients and to ensure that RAK ICC’s practices are aligned to the global market and international registry environment.
Dr Sameer, as the organisation’s CEO, what are your short and long-term objectives and goals for the development of RAK ICC?
Sameer Al Ansari: My short-term objectives are to ensure that RAK ICC is meeting the needs of the market it serves and longer term, we want to ensure that we have the appropriate strategy to take full advantage of the changes to the market for International Business Companies. We recognise that the market will be adapting to changing requirements for transparency and substance and are committed to ensuring that RAK ICC will develop its Regulations and Products to align with the future requirements of this market place. We are at the final stages of developing a five-year strategy which we look forward to rolling out in 2019.
The government announced a few weeks back that a new immigration system will be in place by March 2019 when the free movement of people between the EU and the UK ends.
Immigration Minister Brandon Lewis was speaking as the government commissioned a "detailed assessment" of the costs and benefits of EU migrants, and publicised the closing time for free movement post-Brexit.
As this would have a serious impact on social, economic and political agendas, Finance Monthly has below heard form a number of sources with their thoughts on the prospect of closed immigration.
Ian Robinson, Partner, Fragomen:
It just won't be possible to get everything ready and Ministers need to think seriously about letting free movement continue for a limited period after we exit the EU. A full labour market review is absolutely essential and it is only fair that employers get a say over immigration policy. Labour and skills shortages won't go away after Brexit; if anything they could be exacerbated. Immigration has an important role in plugging the gaps. But a year long review doesn't leave very long for implementation. You have to ask whether six months to write the law, create the technology, recruit and train Home Office staff and then get business ready will be enough time.
Paul Taplin, head of change, Voyager Solutions:
It is widely accepted that Brexit will have a major impact on our UK workforce - regardless of any labour agreements that are made. The good news is that companies protect against this risk – by capitalising on the fast accelerating world of Robotic Process Automation (RPA). Skills gaps should be examined in areas where it will take longer to develop and replace people, and areas where a human workforce can be supplemented (or replaced) by a robotic workforce.
For example, in shared service centre operations, now is the perfect opportunity for UK organisations to review their workforce from a number of perspectives. For those that have off-shored / outsourced to an EU country, there may be a change in the economics, levies or exchange rates which impact the business case. For organisations that have significant non UK EU nationals performing key roles in a UK shared service centre, now might be the best time to look at the economics of outsourcing.
In both scenarios, organisations should accelerate any plans to review the business case for RPA – it will be significantly cheaper than full time equivalent human workers, so could solve the problem of covering key shared services roles. Activity areas to be considered for automation could include; data entry, payroll / T&A, expenses administration, personnel administration and recruitment admin in HR. Other business process candidates for automation include; P2P, order to cash, record to report, procurement operations, collections, cash management in finance and many others.
Ultimately, it’s important for organisations to remember that any workforce planning efforts will not be wasted if Brexit doesn’t have the expected impact – this should be done anyway - and will provide greater resource efficiencies across operations.
Bertrand Lavayssière, Partner & Managing Director UK, zeb:
Over the years, we have worked regularly with our European clients to find locations for their centralising European operations such as back-offices (for example for FX, credit lines, Trade Finance), institutional sales, risk and/or compliance functions. A key part of this is to compare the various locations. The usual criteria we will look at are costs, notably real estate, taxes, cultural proximity, accessibility, political environment, availability of professional support resources such as lawyers, consultants, etc. and, of course, availability of resources. The comparison is between major European cities (e.g. London, Paris, Frankfurt, Amsterdam, Dublin, Brussels, Krakow) or nearshore/offshore cities/locations (e.g. Mumbai, Porto, Casablanca, Mauritius).
As a location, London is second to none as it offers a unique mix of skills depth (different levels of expertise/management levels) and scope in terms of the number of financial activities covered and the multitude of languages spoken by employees. For example, we were working for a major European Corporate lender, which had more than 40 subsidiaries/branches across Europe. For efficiency and effectiveness reasons, we decided to centralise the accounting/general ledger, credit, cash management, trade finance, and foreign exchange back office activities of each of their European sites into one place, leaving notably the management, regulatory and sales activities locally. London was identified as the most suitable place for this central hub, owing to the fact that the majority of the staffing was to be sourced locally. As already mentioned no other city can provide the breadth and depth needed in terms of languages spoken.
London is and will continue to be attractive for banks and other FIs because of the critical mass created and the variety of resources available. This critical mass generates numerous ripple effects such as the availability of numerous FS specific professional services such lawyers, tax experts, consultants, etc. As this is widely known in the European banking community, many bankers/insurers come in London to find a job without a contract yet manage to find a position relatively quickly. The new immigration laws may unbalance this de facto and well-oiled eco-system, however the appeal of London should still see it withstand such changes.
Beenu Rudki, Immigration Director, Lewis Silkin:
The ‘fair and serious offer’ on the future rights of EU citizens, laid out on 22 June 2017 by Theresa May, offered EU nationals arriving before Brexit the chance to acquire the same rights to work, healthcare, and benefits as UK citizens. The proposition entailed giving ‘settled status’ to three million EU citizens and agreeing a cut-off point for freedom of movement between the UK and the EU between 29 March 2017 and 28 March 2019, the date at which Article 50 Brexit negotiations are expected to end.
This announcement has major implications for EU nationals and their family members, a significant number of whom work in the UK’s financial services industry. In 2016, the London Assembly Economic Committee produced a report outlining the impact of Brexit on London’s financial and professional services sector. The report highlighted how crucial the industry is to London’s economy and reiterated the UK’s importance as a hub for both domestic and overseas talent following exit from the EU.
Over a year after the Brexit referendum result, the government has now commissioned the Migration Advisory Committee (MAC) to provide a detailed assessment of the role EU citizens play in the UK economy. The commissioning letter asks the MAC to advise on an immigration system aligned with modern industrial policy. The MAC will need to consider different sectors, regions, and skill levels to provide insight into the sort of immigration policy that will be needed in the years to come.
Before the final MAC report is delivered in September 2018, UK financial sector firms should review what options are open to them in order to avoid potential disruption to their business in the future. Organisations should also be prepared to provide data and case studies to the MAC to avoid being left behind in the new immigration system.
Russ Shaw, Founder, Tech London Advocates:
Continued uncertainty around immigration policy in the UK is damaging the country’s reputation as a destination for fast-growth tech companies. The cabinet is intensifying this issue by failing to present a united front, and using consultations as a means to delay its decision rather than inform it. The Home Secretary’s welcome news that there would not be a “cliff edge” in 2019 was refuted days later by the latest statement from the Prime Minister, saying Freedom of Movement would end abruptly. This confused messaging does little to reassure the UK’s tech companies and entrepreneurs, who have remained on edge since the Brexit vote and waiting for clarity on their ability to access world-class talent.
Access to global talent is a top priority for tech companies, and the government needs to ensure that immigration policy meets this pressing need. The Cabinet needs to resolve its differences and ensure that the UK tech sector can prosper, ultimately bringing economic growth to the whole economy. The sooner the government can clarify its position on immigration the better, as that will eliminate uncertainty and allow for investment and talent to continue flowing into London.
We would also love to hear more of Your Thoughts on this, so feel free to comment below and tell us what you think!
