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Working for you in Ireland

Dublin, London & New York

MHC.ie

Invest Ireland


What others say about us… Our Corporate Team

Our Commercial Team “The team is phenomenal - super efficient, productive and business oriented.”

“Great leadership in getting the transaction signed.” Chambers & Partners Europe, 2016

Chambers & Partners Europe, 2015

Our Financial Services Team Our Tax Team “A fantastic firm across all its departments.”

“Quick and responsive, and strong in several areas. Very impressive overall.” Chambers & Partners Europe, 2016

Chambers & Partners Europe, 2016

Our Dispute Resolution Team “Adds value and provides direct contact at partner level.” Chambers & Partners Europe, 2016

Contents Managing Partner’s Welcome 1 Advantages of Ireland as a Business Location

3

Business Structures in Ireland

4

Taxation

7

Technology & Intellectual Property

9

Energy,Utilities & Projects

11

Finanacial Services

13

Real Estate

17

Employment 18 About Mason Hayes & Curran

19

Contact Us

20


Managing Partner’s Welcome As an award-winning Irish law firm working with international market-leading companies doing business in Ireland, we understand the challenges organisations face when investing or locating in a foreign country. We have the necessary skills to assist you during your initial set-up and in meeting your ongoing legal and commercial imperatives. We have established offices in both New York and London, two of Ireland’s most important conduits for inward investment to Ireland. Ireland has a lot to offer foreign organisations.

Given this context, it is easy to understand

We have an attractive and stable corporate tax

why nine of the world’s top ten ICT companies

regime and a flexible and skilled workforce.

have chosen to base their EMEA operations

These two factors, amongst others, have

in Ireland. We are pleased to represent eight

resulted in Ireland becoming one of the most

of these. Our specialised technology team

favoured locations for foreign investment in the

operates at the top end of this market, advising

last decade. The data below underscores the

on highly complex issues with an international

international confidence in the Irish proposition,

impact, particularly regarding data privacy,

and why major organisations choose to invest

outsourcing, strategic partnerships and IP.

in Ireland. Another major beneficiary of investment in • Forbes ranked Ireland as the ‘Best Country for Business’ in 2015

Ireland is financial services, which includes banking, investment funds, asset financing and

• 1,200 foreign companies have chosen Ireland

insurance. Ireland is home to over 50% of the world’s leading organisations in this sector. Our

as a strategic location in Europe

financial services regulatory practice advises such

• Ireland’s corporate tax rate is 12.5%. Organisations also benefit from a

businesses on establishment and investment in

comprehensive tax treaty network providing

Ireland. Our award-winning finance teams work

tax treaties with 72 countries

closely with local and global finance houses.

• In 2016, the IMD World Competiveness

We hope this guide is helpful in your organisation’s

Yearbook ranked Ireland first in the Eurozone, fifth in the OECD, and seventh in the world for overall competitiveness

assessment of its investment options. If I can be of any further assistance, or if you require additional information, please feel free to contact me.

• Ireland’s membership of the EU and Eurozone provides easy access to the EU

Yours sincerely,

internal market • Post-Brexit, Ireland will be the only Englishspeaking member of the EU which has a legal

Declan Black, Managing Partner

system based on common law principles.

INVEST IRELAND • Page 1


1

Forbes ranked Ireland as the ‘Best Country for Business’ in 2015

EU

Ireland’s membership of the EU and Eurozone provides easy access to the EU internal market

1200 foreign companies have chosen Ireland as a strategic location in Europe

72

Ireland’s corporate tax rate is 12.5%. Organisations also benefit from a comprehensive tax treaty network providing tax treaties with 72 countries

7

In 2016, the IMD World Competiveness Yearbook ranked Ireland 1st in the Eurozone, 5th in the OECD, and 7th in the world, for overall competitiveness

“Ireland’s ability to source talent and long track record of attracting global companies makes a compelling case for FDI. This is underpinned by our strong and stable tax offering, which rests on a central pillar of a 12.5% tax rate. These three factors are supplemented by the ease of doing business here in Ireland, our education system and our access to European markets. The proof that these factors continue to resonate with investors can be seen in Ireland’s recent inward investment statistics.”

Michael Shanahan, CEO, IDA Ireland

INVEST IRELAND • Page 2


Advantages of Ireland as a Business Location Ireland continues to be attractive for FDI. US companies have in excess of US$180 billion in FDI in Ireland, which is more than the total amount invested by them in the BRIC economies put together. In addition, there are many legal benefits for international operations to establish in Ireland including:

• Establishment: incorporating a new Irish

• Common Law System: Ireland is a common

corporation or registering a branch is a

law jurisdiction. It is regarded as more flexible

straightforward and quick procedure. The

and less prescriptive than many civil law

World Bank’s recent ‘Doing Business’ report

jurisdictions.

rates Ireland as the easiest place in Europe to start a business.

• Employment: Irish employment law is regarded as providing a fair balance between

• Tax: Ireland’s 12.5% tax rate for trading

a business friendly set of rules for employers

activity, tax exemption for collective

while at the same time affording appropriate

investment undertakings, and regime for

protection to employees.

asset finance, is a cornerstone of Ireland’s offering as a business location.

• Dispute Resolution: The Irish Commercial Court is a specialist court designed to

• Financial Services: The Single European

facilitate the speedy resolution of business

Market is premised on a mutual recognition

disputes. Actions are case managed and are

of licences and the ability to passport those

heard by experienced commercial judges.

licences from one European jurisdiction

Approximately 90% of actions are resolved

to another. Ireland serves as an attractive

within one year. In relation to arbitration,

platform for banks and numerous other

Ireland has enacted the UNCITRAL Model

financial services institutions such as

Law on International Commercial Arbitration

investment firms, insurance undertakings,

and is also a signatory to the 1958 New

payment institutions and electronic money

York Convention on the Recognition and

institutions, seeking to gain access to the

Enforcement of Foreign Arbitral Awards.

Single European Market. Currently, there are 22 banks established in Ireland and over 400 others are operating in Ireland. Over half of the world’s top 50 banks have internationallyfocused operations in Ireland.

INVEST IRELAND • Page 3


Business Structures in Ireland Incorporating a new Irish corporation or registering a branch of a non-Irish corporation with the Irish Companies Registration Office is a straightforward and quick procedure. There are various corporate structures available in Ireland, but in the main most enterprises establishing in Ireland choose an Irish-incorporated private company with limited liability and a share capital. Such a new company can be established within 5 working days. There are two types of private companies limited

Ireland specifically permits US GAAP to be used

by shares in Ireland. These are a simplified

in the preparation of financial statements, both

private company limited by shares (LTD), and a

standalone and consolidated, by certain Irish

designated activity company (DAC). Companies

incorporated companies.

establishing themselves as credit institutions or insurance undertakings must incorporate as

Financing of Irish companies can be by way

DACs but most other enterprises who wish to

of debt, subscription for shares, and in some

be private companies limited by shares can be

circumstances, contribution of capital without

constituted as LTDs.

the issue of shares. Shares must be issued with a par value – usually €1, but the par value can be

Irish company law was consolidated in the

any amount in any currency.

Companies Act 2014 and now provides some of the most flexible methods in the EU of

Once a company has been incorporated,

enabling the distribution of capital to investors.

any subsequent changes, such as changes

It also permits domestic mergers between Irish

in directors, the allotment of new shares or

companies. Ireland’s EU membership facilitates

changes to constitutional documents, can be

EU cross-border mergers, of which we have

easily achieved and filed in the Companies

conducted many.

Registration Office.

The fiduciary duties of directors in Ireland are

There are no requirements for minimum payment

similar to the UK and Delaware. Ireland operates

of dividends or interest. A 20% withholding tax

a unitary board system unlike the dual board

can apply to payments of dividends or interest,

systems that exist in a number of other European

but there is a wide range of exemptions from

jurisdictions. Creditor and investor protection

such withholding taxes. Exemptions are generally

is further enhanced by the requirement for the

available where the recipient is tax-resident in an

boards of certain large companies to issue an

EU country or a country with which Ireland has a

annual statement in respect of compliance with

double tax treaty.

the law, including tax law.

INVEST IRELAND • Page 4


LTDs can have just one director, but every other

The Irish Government agencies, the Industrial

company type, including DACs, must have at

Development Agency Ireland (IDA), and

least two directors. All Irish companies must

Enterprise Ireland, promote business

have a company secretary, but for LTDs with

development in Ireland. While Enterprise Ireland

a sole director, the sole director cannot be the

is mainly concerned with the promotion of local

company secretary. A corporate entity may act

Irish industry, the IDA deals with attracting

as company secretary, but directors must be

foreign investment projects to locate in Ireland.

natural persons. An Irish company must also have at least one director who is resident in a

Particular areas in Ireland – the Shannon region

member state of the European Economic Area

South-West and the ‘Gaeltacht’ areas, where

(EEA). If it does not, an insurance bond to the

Gaelic, the Irish language, is spoken - have extra

value of €25,395 must be put in place.

specific incentives above and beyond the normal investment incentives provided by the IDA.

By law, every Irish company, except where specific exemptions apply for small companies,

The grants available from the IDA provide

must appoint an auditor who will report to the

financial assistance to businesses, which

shareholders on the accounts prepared by the

become repayable only where the grant terms

directors. Auditors must generally be members

are broken within a five year period or where the

of the main professional accounting bodies

business terminates.

in Ireland, Scotland or England and Wales. All the major international accounting firms have

Grants are given for both manufacturing

member or affiliate firms in Ireland.

activities and internationally-traded services. These grants include capital grants, employment

Companies incorporated in Ireland and

grants, research and development grants and

branches registered in Ireland are obliged to

training grants.

publicly file accounts. Small and medium-sized limited companies may prepare short-form

The IDA can make available specific grants, or a

profit and loss accounts, and are free from the

combination of grants, which will frequently be

obligation to disclose particulars of turnover

calculated as an overall amount of grant per job,

in audited accounts. Irish non-filing structures

based on the number of jobs to be created by

involving unlimited companies will shortly

the grant-aided project.

become unavailable.

INVEST IRELAND • Page 5


Ireland is a world-leading location for finance, insurance and investment funds Ireland currently has signed comprehensive double taxation agreements with 72 countries, of which 68 are in effect. The countries outside the EU with which Ireland has a double taxation agreement are: Albania, Armenia, Australia, Austria, Bahrain, Belarus, Belgium, Bosnia Herzegovina, Botswana, Bulgaria, Canada, Chile, China, Croatia, Cyprus, Czech Republic, Denmark, Egypt, Estonia,

Ethiopia, Finland, France, Georgia, Germany, Greece, Hong Kong, Hungary, Iceland, India, Israel, Italy, Japan, Korea (Rep. of), Kuwait, Latvia, Lithuania, Luxembourg, Macedonia,

Malaysia, Malta, Mexico, Moldova, Montenegro, Morocco, Netherlands, New Zealand, Norway, Pakistan, Pakistan, Panama, Poland, Portugal, Qatar, Romania, Russia, Saudi Arabia, Serbia,

Singapore, Slovak Rep., Slovenia, South Africa, Spain, Sweden, Switzerland, Thailand, Turkey, UAE, Ukraine, United Kingdom, USA, Uzbekistan, Vietnam, Zambia.

Negotiations for new agreements with Azerbaijan, Jordan and Tunisia are ongoing. Ireland also has tax information exchange agreements with Montserrat and Dominica.

INVEST IRELAND • Page 6


Taxation

Ireland has a leading reputation as an onshore EU OECD white-listed location. It is a key EMEA hub for the financial services, information technology, e-commerce, gaming and pharmaceutical sectors. It has a growing profile as the holding company EU location of choice and a location from which to own intellectual property. In the financial sector, Ireland is a world-leading location for asset and structured finance, insurance and investment funds. In common with all other EU Member States,

A company which is tax-resident in Ireland is

Ireland uses a sophisticated toolkit of tax rates,

liable to tax at 12.5% on trading activities carried

exemptions, allowances, credits and reliefs to

on in the State and in respect of dividends from

attract various activities to its shores. At the

certain foreign trading subsidiaries. A system of

epicentre of this regime is a 12.5% corporation

onshore pooling of foreign tax credits enables

tax rate for almost any trading activity carried

credit for foreign tax, including municipal, state

out in the State, an exemption from tax for

tax and withholding taxes on profits out of

certain investment funds and share portfolio

which dividends have been paid, to eliminate the

income, and an ability to structure cross-border

incidence of Irish tax. A 25% corporate tax rate

transactions, including big ticket leasing, through

applies to passive income, certain land dealing

Irish corporate and other vehicles without Irish tax

and oil, gas and mineral exploitation. Non-trading

leakage, so as to utilise Ireland’s extensive double

activities subject to tax at 25% are typically

tax treaty network. The Irish Government has

outside the scope of the new Irish transfer pricing

published a statement on Ireland’s international

regime. Irish regulated investment funds are

tax strategy highlighting the open, transparent

exempt from Irish tax on their income and gains

and low corporate tax rate as a cornerstone for

derived from their investments.

attracting foreign direct investment.

INVEST IRELAND • Page 7


9 of the top 10

US ICT Companies are based in Ireland...

...we represent 8

INVEST IRELAND • Page 8


Technology & Intellectual Property Ireland is a world-leading centre for the tech industry, and serves as a gateway for international technology businesses seeking to enter or serve the European market. For instance, nine of the world’s top ten technology companies are located in Ireland, eight of which are clients of our firm.

The Irish Government takes an active role in

These factors also make Ireland attractive

this regard, proactively promoting Ireland as a

for international high potential start-ups

global digital hub and strongly encouraging the

and entrepreneurs, which have a growing

development of e-commerce and foreign direct

representation here, particularly in software,

investment by ICT companies into Ireland.

online and FinTech sectors.

This support from the top down makes Ireland

Data Protection & Privacy

an ideal location for international tech, online

Our data protection and security team

and communication companies, as is evident

provide world-class expertise and strategic

from the thriving tech ecosystem. For instance,

advice on all issues surrounding data

“Silicon Docks”, Dublin’s area where we are

protection, security and privacy law

located, is the EMEA location of choice for global

compliance. With clients ranging from the

giants like Google, Facebook, LinkedIn, Twitter,

world’s best known data driven companies,

AirBnB and many others.

to high potential start- ups, we offer unparalleled global expertise coupled with detailed local knowledge.

A combination of Ireland’s liberalised electronic communications industry, a highly-educated workforce, and an internationally-respected Data

We have the foremost data protection and

Protection Authority are some of the benefits

privacy law team in Ireland and are earning

for a technology company locating its European

a reputation as one of the premier teams

headquarters in Ireland.

in the EU. We advise US and other nonEuropean companies on global privacy

From a technology contracts perspective, Ireland

structures, European wide compliance with

is a common law jurisdiction, which means

privacy law, and complex multi-jurisdictional

that its legal concepts are recognised and

data transfers, processing (including big

understood by most foreign investors, including

data analytics) and services agreements.

US multi-nationals.

As part of this trans-border work, we frequently co-ordinate complex and international data protection projects with counsel across Europe.

INVEST IRELAND • Page 9


Intellectual Property

Intellectual Property Tax Advantages

Intellectual property (IP) covers a range

In addition to the 12.5% rate of corporation

of intangible assets arising out of the

tax on trading profits, the Irish tax regime also

creativity, innovation and goodwill of

offers the following benefits to companies

a business. Ireland’s strong legal and

involved in the management of IP:

common law framework, advantageous tax regime for the exploitation of IP and highly

• Tax write-off for the capital cost of acquiring

educated workforce puts it in a unique and

IP which can result in an effective tax rate

favourable position for companies seeking

of 2.5% on related income.

to exploit their IP here.

• Extensive treaty network limiting foreign withholding tax leakage on royalty

The Irish legal system is based on common law principles similar to North American,

payments to Ireland. • Exemption from Irish withholding tax on

British and Commonwealth jurisdictions. As

royalty payments from Ireland to both treaty

a long-standing member of the European

and non-treaty jurisdictions.

Union (EU), businesses located in Ireland also benefit from the expansive EU

• Unilateral relief for foreign tax suffered on royalties received from abroad.

protections for IP.

• Exemption from Irish stamp duty on the sale or transfer of intellectual property.

Ireland has an independent and efficient

• Tax credit in the amount of 25% of

court system with a fast-tracked and case-

qualifying expenditure incurred on research

managed Commercial Court process which

and development activities.

deals with IP rights.

• Ability to utilise research and development tax credit against current year tax liability

Ireland’s commercially-progressive IP laws

with any excess allowed to be carried

protect four principal rights – trademarks,

back against prior year tax liability, carried

copyright, patents, and designs. With the

forward indefinitely or offset in future tax

exception of copyright, all IP rights can be

years, surrendered in a tax efficient manner

registered for protection. Additionally, EU

to key employees or claimed as a refund.

legislation and the various international

• Ireland has introduced a knowledge

conventions which Ireland has signed up

development box with a tax rate of 6.25%.

to, provide the ability to simultaneously

To avail of the rate, actual research and

register IP to obtain protection for

development needs to occur physically

trademarks, designs and patents across a

within the EU.

number of jurisdictions.

INVEST IRELAND • Page 10


Energy, Utilities & Projects We are a market leader in advising on energy and infrastructure transactions in Ireland, leveraging three decades of experience. Our Energy & Projects team advises a wide range

Although the window for applications to the

of clients, including project developers, utility

REFIT schemes has now closed – the Irish

companies, lenders, network operators and public

government is devising a successor scheme –

sector stakeholders. With complementary expertise

there is an abundance of Irish renewable energy

in key areas such as corporate, real estate, banking,

projects that have been granted support, and are

regulatory, construction and planning, we are

seeking funding for development. Investment

well-positioned to provide clients with the most

opportunities also exist through an active

comprehensive, up-to-date advice they need.

secondary market in projects at various stages of development.

Ireland’s Atlantic location has endowed it with abundant renewable energy potential, and this

Electricity from onshore wind farms is not the

potential is being realised with the development of

only opportunity in Irish energy. By way of Irish

a highly active onshore wind energy industry.

government initiatives, the Offshore Renewable Energy Development Plan promises to unlock

The Irish government has committed that, by

the renewable energy potential of Ireland’s

2020, 40% of Ireland’s electricity demand will be

coastal seas.

generated from renewable sources. In order to meet this target, it has been estimated that a total

A further area of activity in the Irish energy

of around 2,000MW of wind generation will need

sector relates to the international energy export

to be connected on the island of Ireland.

and trading opportunities presented by the recent construction of a 500MW electricity

To assist in bringing this new renewable electricity

interconnector between Dublin and North Wales,

to market, the Irish transmission system operator

and the proposed construction of a 700MW

has undertaken a significant and path-breaking

interconnector between Ireland and France.

programme of operational innovation and grid

Ireland’s progress towards its renewable energy

enhancement. In line with the requirements of

targets has not gone unnoticed by foreign

European law, renewable generators are, where

investors in other sectors, such as the developers

possible, dispatched in priority to conventional

of data centres and pharmaceutical facilities.

generators. The Irish government supports its renewable energy target with a number of feed-in

The Irish energy sector represents both a source

tariff (REFIT) programmes. Our experience is that

of opportunity in its own right, and a key facilitator

this support is highly ‘bankable’, as well as being

of wider Irish economic activity.

of interest to equity investors seeking relatively stable returns.

INVEST IRELAND • Page 11


Financial services available and accessible in Ireland include: · Investment funds · Investment fund administration and custody · Investment servicing, investment research and trading · Investment management · Banking and asset finance · Payment services · Treasury management · Finance leasing · Insurance and reinsurance · Asset management services · Securities trading · Securitisation · Debt capital markets

INVEST IRELAND • Page 12


Financial Services Ireland has developed into a significant global centre for financial services. Ireland is a very attractive location for international financial services institutions and groups seeking a European presence, based on a unique combination of the Irish legal and regulatory system, the specialist skills and expertise of its workforce, the country’s pro-business approach, low taxation, excellent infrastructure and government support. Activity in the financial services international

Asset Finance

sector has grown to an extent that over 250

The Irish tax regime has been a key driver

global financial institutions now operate in

in the growth of the asset finance industry,

Ireland, employing in excess of 25,000 people.

particularly aircraft leasing, in Ireland.

Many of the world’s leading financial institutions

Highlights include:

have established significant operations in Ireland, and many have selected Ireland as the location of their European headquarters.

• a low standard corporation tax rate of 12.5% on trading profits; • no withholding tax on equipment lease rental

The Central Bank of Ireland (the “Central

payments paid to non-residents;

Bank”) is the regulator of financial services

• tax depreciation for equipment can be claimed

activities in Ireland, and is responsible for both central banking and financial regulation. Some of the global treasury activities carried out in and through Ireland include treasury management services, cash pooling, netting, cash management, market pricing, exchange and interest rate risk management and cross-

over 8 years i.e. 12.5% per annum; • access to Ireland’s extensive double taxation treaty network (72 signed treaties); • no stamp duty or transfer taxes on the transfer of ownership of aircraft; • no value-added tax on international aviation leasing as aircraft lessors typically enjoy full

border leasing.

recovery of VAT on costs associated with the A large number of financial services companies are established in Ireland to carry out insurancerelated operations, particularly captive insurance

aircraft leasing business; and • wide domestic law exemptions from withholding tax on interest and dividends.

and reinsurance.

INVEST IRELAND • Page 13


Investment Funds

AIFs

Ireland is a key strategic location for domiciling

Certain funds which pursue more alternative

and servicing investment funds. Ireland offers

investment strategies may not be permissible

a sophisticated and attractive regime to the

under the UCITS regime, but can be set up as

investment funds industry, resulting in over

AIFs. AIFs in Ireland can be established either

800 managers from 53 countries having their

as:

assets administered here. In particular, Ireland is an internationally recognised major hub

• Retail Investor AIFs – RIAIFs

for the global distribution of fund products,

• Qualifying Investor AIFs – QIAIFs

with Irish domiciled funds sold in over 70 The QIAIF has become one of Ireland’s most

countries. Ireland is also a market-leader in alternative funds, being the largest hedge fund

successful fund products, offering flexibility

administration centre in the world, with over

for alternative investments, e.g. infrastructure

40% of global hedge fund assets serviced here.

funds, hedge funds, funds of hedge funds, private equity funds, real estate investment

The two regulated fund regimes for Irish

funds. The minimum subscription per investor

domiciled funds are:

in a QIAIF is e100,000, and investment is limited to certain classes of professional

• UCITS – Undertakings for Collective Investment in Transferable Securities

investors. Accordingly, QIAIFs are not subject

• AIFs – Alternative Investment Funds

to investment restrictions which would apply to other categories of funds. A QIAIF, for example, may be established as a single asset

UCITS

fund, and may also have unlimited leverage. In

Ireland excels as a European domicile for UCITS funds, with over 80% of assets of

order to meet speed-to-market demands of the

Irish domiciled funds held in UCITS. A UCITS

industry, QIAIFs are authorised on a filing basis

fund can avail of a “passport” for distribution

only, within 24 hours of submission of the

in the EU, meaning that once established

relevant documentation.

in Ireland, it can be sold in all EU Member States once the appropriate notifications have

A key advantage for AIFs is the availability of a

been made to the local authorities. Indeed,

marketing passport similar to that which UCITS

regulators in jurisdictions in Asia, the Middle

have enjoyed with great success. Accordingly,

East, Latin America and elsewhere have also

following the completion of a relatively

approved Irish UCITS for sale to investors in

straightforward registration process, AIFs may

those regions.

be publicly offered to professional investors in other jurisdictions of the EEA.

INVEST IRELAND • Page 14


Fund Structures

system for life assurance companies. This

There are several legal forms available for the

allows policyholders’ investments to grow tax-

establishment of investment funds in Ireland

free throughout the term of the investment.

and these include the Irish Collective Asset-

A charge to tax is imposed at the time when

management Vehicle (“ICAV”), a variable

payment is made to the policyholder, following

capital investment company, a unit trust, a

the surrender or encashment of the policy.

common contractual fund and an investment

The investment return or growth is liable to tax

limited partnership.

at the current rate of 41%, depending on the nature of the payment, which the assurance

The ICAV is a new corporate vehicle for Irish-

company is required to deduct on payments to

regulated investment fund, and is fast becoming

the policyholder. There are exemptions available

the vehicle of choice for new funds established

from this tax charge where the policyholder is

in Ireland. The ICAV is incorporated and operates

not resident for tax purposes in Ireland.

under legislation designed, in consultation with the funds industry, specifically to meet the

Securitisation and Structured Finance

operational needs of investment funds, their

SPCs

managers and investors.

Irish tax law also includes favourable provisions

As with other Irish regulated funds, income, gains and profits of the ICAV roll up on a

for qualifying Special Purpose Companies (SPCs) who hold and/or manage, or have an interest in, a wide range of qualifying assets

gross basis without any charge to Irish tax

including, in the case of plant and machinery

applying. Further, for non-Irish resident investors and certain Irish-exempt investors, no exit tax applies on all forms of distributions and proceeds on the sale/transfer of shares in an ICAV, other than in respect of certain Irish property-related returns.

acquired by an SPC, a business of leasing that plant and machinery. This allows for the creation of an effectively tax-neutral onshore, OECD and EU member SPC which can avail of Ireland’s extensive double tax treaty network to minimise withholding tax leakage on payments received by the SPC and made to non-resident investors.

Insurance

Anti-avoidance tax law applies the use of SPCs

In recent times, some of the leading players in

for investment in Irish real estate-related loans.

insurance and reinsurance have re-domiciled their global headquarters to Ireland. A number of factors, including the favourable tax regime

This is widely used to facilitate finance of aircraft and the consolidation of debt portfolios.

in Ireland, have been cited as the basis for this decision. These include a gross roll up

INVEST IRELAND • Page 15


More than 378,000m2 of new office stock currently under construction

INVEST IRELAND • Page 16


Real Estate Irish land titles take two forms, perpetual or “freehold”, and a term of years or “leasehold”. Commercial occupiers often rent property instead of buying it outright. Traditionally, these leases have been in the form of full repairing and insuring obligations for twenty five years and upward-only rent reviews. However, due to a change in the law and a change in market conditions owing to economic circumstances, upward-only rent reviews are no longer possible in new leases and the length of a typical lease has reduced to ten years or even less. Short-term leases, five years or less, are

Real Estate Registers

becoming more frequent, particularly in the

Ireland has two types of property registries:

technology sector where landlords are learning

The Land Registry and the Registry of

that the property needs of technology companies

Deeds. Land Registry gives confirmation of

can expand rapidly, thereby repaying the

ownership but the Registry of Deeds only

confidence of a landlord who is willing to give

records that documents exist. The Government

such a tenant options over more space in a large

is encouraging registration of titles in the

commercial development.

Land Registry with a view to facilitating e-conveyancing in the future. All purchases for

Overseas occupiers made up 64% of all lease

value now result in an obligation to register the

activity in 2013. Companies such as Twitter took

title in the Land Registry.

space and are looking for more. The need to provide top quality office accommodation for international companies will be a driver for the restart of commercial development in 2014. estate acquisitions, with the likes of CAPREIT amounts of real estate.

Foreign investors in significant Irish commercial property often structure their investment

International investors also dominated major real and Kennedy Wilson acquiring substantial

Acquisition of Irish Property

in Ireland using a collective investment undertaking (fund), an Irish-incorporated company, or various limited partnerships. Each investment has differing tax analysis.

INVEST IRELAND • Page 17


Employment Law Ireland’s clear employment laws and access to a young, highly-educated, Englishspeaking workforce have attracted many international companies to locate here. Our country’s stable labour costs, proximity to Europe, and membership of the EU also contribute to companies choosing Ireland. We have the largest employment and benefits

Regulation of the Employment Relationship

team in Ireland. We provide on-going strategic

The employment relationship in Ireland is

advice and detailed guidance to many of the leading

governed by the express and implied terms

foreign companies operating in Ireland. In addition,

of the employment contract. Irish statute and

we have a dedicated team that provides Irish

common law also imply provisions into the

business immigration advice to both employers and

employment contract, such as ones relating to

prospective non-EEA-national employees.

holiday entitlement, national minimum wage, maternity, and minimum notice. Employees

Statute, common law and the Irish Constitution

in Ireland also have statutory protection from

all have a bearing on the employment relationship

discrimination on certain grounds.

in Ireland. Most statute law is driven by our

membership of the European Union (EU).

In order to effect a dismissal fairly, and avoid

Although there are differences between how

liability under the unfair dismissals legislation,

Member States of the EU have interpreted and

an employer must have a fair reason to dismiss

implemented various pieces of employment law,

an employee, and an employer must follow a

what sets Ireland apart is the distinct absence of

process before dismissing an employee.

works councils and almost any obligation to inform and consult with employees.

Under common law, the employment relationship can be terminated for good reason,

Right to Work in Ireland

or no reason, so long as an employee is given

Unless a person is an EEA or Swiss national, he

notice in accordance with their contract of

or she will require permission to work and reside

employment.

in Ireland. Applications for permission to work for more senior employees, with salaries in excess of €60,000, are relatively straight-forward. In addition, Ireland operates an intra-company transfer scheme, whereby senior management and trainees who have been working for the foreign entity for over a year, can be transferred to work in the Irish operation for up to five years.

INVEST IRELAND • Page 18


About Mason Hayes & Curran We give clients a clear understanding of their options. This allows them to confidently make good, informed decisions. We work collaboratively and openly. This

Our lawyers give more than quality technical

creates a shared perspective and builds

advice. Our advice is grounded in wisdom

trust so that solutions to clients’ issues are

gained by combined experience. It is commercial

developed quickly together.

and strategically informed. We deliver it quickly and clearly.

We are versatile, recognising each client’s preferred way of working and responding to it.

This approach is how we make a valuable and practical contribution to each client’s objectives.

INVEST IRELAND • Page 19


Contact Mason Hayes & Curran Managing Partner and Chairperson

Energy & Projects

Declan Black

Emer Gilvarry

Rory Kirrane

William Carmody

Managing Partner e: dblack@mhc.ie t: +353 1 614 5017

Chairperson e: egilvarry@mhc.ie t: +353 1 614 5075

e: rkirrane@mhc.ie t: +353 1 614 5273

e: wcarmody@mhc.ie t: +353 1 614 5097

Corporate | Governace & Compliance

Financial Services

David O’Donnell

Claire Lord

Christine O’Donovan

Fionán Breathnach

e: dodonnell@mhc.ie t: +353 1 614 5065

e: clord@mhc.ie t: +353 1 614 5204

e: codonovan@mhc.ie t: +353 1 614 5082

e: fbreathnach@mhc.ie t: +353 1 614 5080

Tax

Real Estate

John Gulliver

Kevin Hoy

e: jgulliver@mhc.ie t: +353 1 614 5007

e: khoy@mhc.ie t: +353 1 614 5812

Technology

Employment

Philip Nolan

Ian O’Herlihy

Melanie Crowley

e: pnolan@mhc.ie t: +353 1 614 5078

e: ioherlihy@mhc.ie t: +353 1 614 2434

e: mcrowley@mhc.ie t: +353 1 614 5230

London

New York

Graeme Bell

David Mangan

e: gbell@mhc.ie t: +44 20 3178 3370

e: dmangan@mhc.ie t: +1 646 862 2028

INVEST IRELAND • Page 20


Attracting Great Business Represented McKesson Corporation on its acquisition of the pharmaceutical distribution business of UDG Healthcare.

Represented Activision Blizzard on its $5.9bn takeover of King Digital Entertainment by way of a scheme of arrangement.

Represented Deutsche Bank AG, London Branch, in relation to the €1.4 bn acquisition of Aer Lingus by IAG.

Represented Irish Residential Properties REIT on its €200m IPO on the Irish Stock Exchange, and its €215m secondary offering.

Represented Dragon Oil on the recommended £4bn takeover by Emirates National Oil Company.

Represented global financial information service provider Markit on its acquisition of Information Mosaic.

Represented Ormonde Mining on the hostile approach from Almonty and $100m investment by Oaktree.

Representing Virgin Media on its acquisition of UTV Ireland from ITV plc.

Represented Steripack Ltd on the sale of its medical device packing operations to Bemis Company Inc.

Dublin, London & New York


London

New York

South Bank House Barrow Street Dublin 4 Ireland

60 Lombard Street London EC3V 9EA United Kingdom

1450 Broadway 39th Floor, New York NY 10018 USA

t +353 1 614 5000 e dublin@mhc.ie

t +44 20 3178 3366 e london@mhc.ie

t +1 646 862 2028 e newyork@mhc.ie

www.weareopen.ie

Dublin


MHC Invest Ireland