Introduction
Irish tax and company legislation combine to offer an attractive vehicle for those wishing to trade through an offshore entity. As a well established jurisdiction with developed EU based legislation, Ireland is an interesting and respected alternative to many of the well known tax havens. Furthermore, as a Member of the European Community, an establishment in Ireland can offer access to trade in the EU.

Taxation
An Irish incorporated but non-Irish resident company which does not have any Irish sourced income or gains will not be liable to Irish income tax, corporation tax or capital gains tax. Irish corporation tax may be levied to the extent that the Irish company conducts trade in Ireland through a permanent establishment in Ireland.

Irish stamp duty or companies capital duty may be levied (at 1%) on a transfer or issue of shares in such a company, however various relieving provisions exist to reduce the impact of such taxes, depending upon the circumstances of each case.

As a non-Irish resident company, the company will not be entitled to benefit from Ireland's Double Taxation Treaties. Under current legislation however where the company has no Irish activities or property, the company should be exposed to no Irish tax other than companies capital duty and stamp duty as referred to above.

Corporate Structure
An Irish company is a corporate personality and is a legal entity distinct from its shareholders. In general where a limited liability company is formed the liability of its shareholders is limited to the amount of capital which they contribute. Where a company is incorporated with unlimited liability, the shareholders will be fully responsible for the liabilities of that company in the event that it enters into liquidation.

Companies both limited and unlimited are separate entities from the shareholders/directors for Irish tax and legal purposes. In determining the tax liability and residence of a company, the question of whether the company is limited or unlimited is irrelevant. Either company will be fully subject to Irish company law. The company must have a share capital which may be in any currency and there are no thin capitalisation rules in Ireland. Limited companies may have a minimum of one shareholder (which may be a corporate) and at least two directors (which may be individuals). Unlimited companies must have a minimum of two shareholders (who must be corporates) with the same requirements for directors. Either company must also have a company secretary who may or may not be Irish resident (and a corporate if required).

The company must maintain its registered office in Ireland although its principal place of business may be elsewhere. It should also keep a register of members and other details of debentures and other information required by statute at the registered office.

Exchange Control
Exchange control regulations have been phased out in Ireland over the past few years and were eventually almost entirely abolished in January 1993.

Company Formation
Irish incorporated, but non-Irish resident companies, can be available either immediately by using "shelf company", or in two weeks for an entity which is tailor made to suit a client's requirements. For further information contact Caroline Devlin, Arthur Cox, Dublin; telephone (353) (1) 6764661; or telefax (353) (1) 6766905.

For further information contact Caroline Devlin on +353 16 76 46 61 or enter text search "Arthur Cox" and "Business Monitor".

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.