The Investment Vehicle

Typically an investor will use a private limited company as the investment vehicle, the main advantage being that the liability of the shareholders is limited to the amount they agreed to pay for the shares. The incorporation process is quick and inexpensive, taking between 5 - 20 days to complete depending on whether agreed form documentation is used.

On incorporation, a private company must have at least one shareholder, two directors, a company secretary and an Irish registered office.

Usually at least one directors must be an Irish resident, though this requirement may be avoided by entering into an insurance bond.

The day-to-day management of the company is generally entrusted to a Board of Directors, who can be personally liable in certain circumstances.

An auditor must be appointed and the accounts must be publicly filed each year.

The establishment of a branch may be an alternative investment vehicle used in certain circumstances. Although such operations are not generally as advantageous as incorporating an Irish company, they may serve a particular purpose.

Limited Companies: There are various business entities for investors to choose from in Ireland, including private limited companies, unlimited companies, public limited companies, branches and partnerships. Similar to the US corporation, the private limited company is the most common form of Irish company. The main advantage of the private limited company is that shareholder liability is limited to the amount they agreed to pay for the shares. Companies are registered with the Companies Registration Office in accordance with the requirements of the Companies Acts 1963-2006.
The incorporation process can take from five to 20 days depending on whether agreed form documentation is used. The fast-track procedure can reduce this timeline to between five and 10 days. Goodbody Secretarial Limited, our Firm’s company secretarial division, provides a range of company incorporation and secretarial services.
The Memorandum and Articles of Association (similar to the US Charter or Articles) set out the company’s parameters and regulations and are filed with the incorporation papers. They can be amended after incorporation by shareholder resolution.
On incorporation, a private company must have at least one shareholder, two directors, a company secretary and an Irish registered office. In addition, the company must be able to show the Companies Registration Office that it will conduct business in Ireland.
There is no requirement that shareholders of Irish companies be Irish, but at least one of the directors must be an Irish resident for a certain duration. It is possible to avoid this requirement by entering into an insurance bond.
The nominal share capital of a private company can be as large or as small as the promoters wish. The capital can be in any currency denomination, although usually expressed in euros and there must be at least one issued share.
The day-to-day management of companies is normally entrusted to a board of directors, each of whom has a wide range of duties and can be personally liable for the debts of a company in certain circumstances. A person cannot be a director of more than 25 companies incorporated in Ireland.
Every company must appoint an auditor who will report to the shareholders on the accounts prepared by the directors. Companies are obliged to publicly file audited accounts each year. The required detail in these accounts varies according to the size of the company.
In addition to private limited companies, there are a number of other business entities which a potential investor might consider. These include public limited companies, unlimited companies and partnerships. We advise on all of these entities.
Branch Operations: One option which foreign corporations not wishing to incorporate may choose is to establish a branch operation. Although generally not as advantageous as incorporating an Irish company, branches may serve a particular purpose. A corporation will be deemed to have a branch in Ireland if its Irish operation is trading in Ireland, has an element of permanency, has a separate management structure which enables it to negotiate contracts with third parties, and has an element of financial independence.
Foreign corporations establishing a place of business in Ireland are obliged by law to register with the Companies Registration Office. This is done by lodging a registration document along with copies of the corporation's charter and bye laws, particulars of the directors and secretary, details of the corporation's address in Ireland and the name and address of one or more persons resident in Ireland authorised to accept service of proceedings or any notices required to be served on the corporation. Registration must take place within one month of the branch’s establishment. Foreign corporations with branches in Ireland are required to file their accounts publicly each year in the Companies Registration Office.