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Company Incorporation

Ireland BACKGROUND Geographical Location The island of Ireland is situated to Western Europe, occupying five-sixths of the island of Ireland in the North Atlantic Ocean, west of Great Britain. Ireland is 32,528 square miles in size. The lakes and bogs of the interior lowlands are surrounded by mountain masses. These range from the bleak granites of the north and east to the jagged fingers of sandstone stretching out into the Atlantic in the south-west. Ireland is renowned for its magnificent scenery, unique fauna and wildlife and its unpolluted fishing lakes and rivers. Climate: temperate maritime; modified by North Atlantic Current; mild winters, cool summers; consistently humid; overcast about half the time. Population The population of the whole of Ireland is approximately 5,000,000, of which 3,632,944 (July 1999 est.) live in the Republic. Roughly one-third of the population live in Dublin and its surrounding suburbs. Political Structure Until 1922 all of Ireland was part of the United Kingdom. Indeed, Dublin, the capital, was officially the second city (after London) of the British Empire. Following a War of Independence which lasted 3 years, the United Kingdom entered into a treaty with Ireland. The effect was to partition the island into Northern Ireland (5,452 square miles) and create an Irish Free State (27,236 square miles). In 1949 the Irish Free State became a Republic and left the British commonwealth. Northern Ireland remains an integral part of the United Kingdom. The Republic of Ireland is a parliamentary democracy with a written constitution. The President is the Head of State elected for a maximum of two terms of seven years. The President is mainly a figurehead but has some important powers. The Parliament is known as The Oireachtas and consists of two houses, a Lower House and the Senate. The lower house called Dail Eireann has 166 members. They are elected in multi-seat constituencies by the single transferable vote system of proportional representation. The members of Dail elect a Taoiseach (Prime Minister) who nominates 15 Government Ministers to the President, who then appoints them on his advice.The Senate is known as Seanad Eireann. This is an upper house which functions in a similar manner to the House of Lords in the United Kingdom. Its members are all elected by vocational panels such as farming groups, employer groups, trade union groups, educational and commercial groups. The Republic of Ireland is a full member of the European Community. Accordingly, Irish citizens have the automatic right to live and work in any member state of the Community. Infrastructure and Economy There are regular scheduled flights to all major European airports. Aer Lingus (the national airline) and Delta (US) service North America. Aeroflot has a substantial presence and an aircraft maintenance facility at Shannon Airport enabling planes to fly from there to the USSR, Eastern Europe, Cuba and the Caribbean and South America. There are roll-on, roll-off freight and ferry services available to Great Britain and France. Ireland has the most modern all-digital telecommunications facilities with direct dial capability to 160 countries worldwide including all major financial centres. There are regular international courier services operated by numerous companies and the National Postal Service.The economy is small and trade dependent. Agriculture, once the most important sector, is now dwarfed by industry, which accounts for 37% of GDP, about 80% of exports, and employs 28% of the labour force. Although exports remain the primary engine for Ireland's robust growth, the economy is also benefiting from a rise in consumer spending and recovery in both construction and business investment. Ireland has substantially reduced its external debt since 1987, to 40% of GDP in 1994. Over the same period, inflation has fallen sharply and chronic trade deficits have been transformed into annual surpluses. Unemployment remains a serious problem, however, and job creation is the main focus of government policy. To ease unemployment, Dublin aggressively courts foreign investors and recently created a new industrial development agency to aid small indigenous firms. Government assistance is constrained by Dublin's continuing deficit reduction measures. Religions: Roman Catholic 92%, Anglican 3%, Islamic 0.11%, Jehovah's Witness 0.1%, Jewish 0.04%, other 4.75%. Language The English language is the official business and commercial language. However there are many areas referred to as "An Gaeltacht" such as the Aran Islands, Connemara, Galway and Cork etc. where Irish Gaelic is spoken. Currency The Irish Pound or "Punt" which is linked to the European Monetary System. Exchange Control None Type of Law Based on English Common Law Principal Corporate Legislation Companies Acts 1963 to 1990 KEY FEATURES TABLE General   Political Stability Good British Based Legal System Yes Type of Company Non-Res Disclosure of Beneficial Owner Yes Migration of Domicile Permitted No Tax on Offshore Profits Nil Non-English Language Names Allowed Yes Corporate Requirements   Minimum Number of Shareholders Two Minimum Number of Directors Two Bearer Shares Allowed No Corporate Directors Permitted No Secretary Required Yes Standard Authorised Share Capital £1,000,000 ($1,600,000) Local Requirements   Registered Office/Agent Yes Company Secretary Yes Local Directors No Local Meetings No Government Register of Directors Yes Government Register of Shareholders Yes Annual Requirements   Annual Return Yes Audited Accounts Yes Recurring Government Costs   Annual Tax/Licence Fee Nil Annual Return Filing Fee £150 ($240) COMPANY FORMATION Type of Company for International Trading Non-Resident Companies, which are a product of Taxation Legislation as opposed to Company Legislation. Procedure to Incorporate Submission of Memorandum and Articles of Association, together with a Form 1 detailing the first directors, secretary and situation of the Registered Office. Restrictions on Trading Cannot trade within Ireland and must be managed and controlled from outside of Ireland. Cannot solicit funds from or sell its Shares to the Public. Powers of Company A Company incorporated in the Republic of Ireland has the same powers as a natural person. Language of legislation and corporate documents English Registered Agent required No Name Approval Required No Shelf Companies available Yes Time Scale to Incorporate Three to Four Weeks. Name Restrictions A Name that is identical or similar to an Existing Company. A name that implied illegal activities. A name that implies State Patronage. Language of Name Can be in any Language, but must be suffixed by Limited or Teoranta to denote Limited Liability. Names requiring Consent or a Licence "Bank", "Group", "Holding", "Insurance", "Irish", "Society". Suffixes to denote Limited Liability Limited or Teoranta (Irish Gaelic for Limited) or the relevant abbreviations Disclosure of Beneficial Ownership to Authorities Disclosure of the true Beneficial Owner is required under the 1994 Finance Act unless the Shares are held as part of the assets of a Trust or by a Company incorporated in a Jurisdiction which permits the issuing of Bearer Shares. SHARE CAPITAL, TAXATION, LICENCE FEES AND COMPLIANCE MATTERS Authorised Share Capital There is no Maximum Authorised Capital, but please note there is a 1% Capital Duty on Issued Share Capital. Classes of Shares Permitted Registered Shares Preference Shares Redeemable shares Shares with or without voting rights Bearer Shares Permitted The Concept of Bearer Shares does exist, but they are very rare because Central Bank consent is required before they can be issued, and such consent is likely to be refused. It is also believed that issuing Bearer Shares could affect the Company's status as a Private Company. Taxation Provided the Company is managed and controlled from outside of Ireland, there are no taxes payable to the Irish Government. Resident Companies pay tax at the rate of 40%. Double Taxation Agreements Ireland has a very extensive network of Double Taxation Agreements, including the following: Australia - Netherlands Austria - New Zealand Belgium - Norway Canada - Pakistan Cyprus - Portugal Denmark - Russian Federation Finland - South Africa France - Spain Germany - Sweden Italy - Switzerland Japan - U.S.A. Korea - United Kingdom Luxembourg - Zambia Licence Fees None Financial Statement Requirements Abridged Audited Accounts are filed with the Annual Return. There is no requirement to file accounts with the Revenue Authorities, although the Revenue reserves the right to call for accounts if it so wishes. STRUCTURE OF MANAGEMENT DIRECTORS Minimum number of Directors Two COMPANY SECRETARY Company Secretary Required Yes SHAREHOLDERS Minimum number of Shareholders One, but the Minimum Issued Share Capital is two shares.