Ireland as a platform into Europe. The Irish Legal Environment

Transcription

1 Ireland as a platform into Europe The Irish Legal Environment Dennis Agnew 28 June 2011

2 Legal System Ireland is a democratic republic with a written Constitution. The Government controls the legislative and political process. The President is the Head of State which is largely a ceremonial role. The prime minister/taoiseach (pronounced T-shock ) holds similar powers to the British prime minister. Ireland has a similar legal system to the UK and the US. The Irish system is based on a combination of precedent based common law, legislation, the Constitution and EU law. June 30,

3 Relationship with EU Ireland joined the European Union (EU) in Ireland is one of 17 EU member states using the euro as the official currency. The primary source of EU law is the EU's treaties. These set broad policy goals and establish institutions that can enact legislation to achieve those goals. EU Treaties once accepted by popular referendum become part of Irish law. June 30,

4 Relationship with EU (contd) Legislation from the EU come in two forms: regulations and directives. EU Regulations become law the moment they come into force, without requiring any implementing measures, and automatically override conflicting Irish provisions. Directives require a certain result in a certain time while leaving member states discretion as to how to achieve the result. The details of how they are to be implemented are left to member states. The reality is that treaties, regulations and directives are well flagged to the member states and consequently to businesses with significant lead-in times. June 30,

5 Corporate Structures A foreign direct investor can establish itself in Ireland in various ways. It can: acquire an existing company, establish a branch or joint venture, obtain an agent or a distributor or it can incorporate a limited liability company. The vast majority of companies in Ireland are private limited companies. The limited liability company is similar to the US corporation with each shareholder s liability being limited to the amount it agreed to pay for it's shares. June 30,

6 Incorporation Process The incorporation process is quick and inexpensive taking between 5 and 20 days. The Memorandum and Articles of Association are filed as part of the incorporation process. These are similar to the US corporate charter and set out the company s objects and regulations. Generally obtaining the desired company name is nonproblematic. June 30,

7 Basic Corporate Requirements There must be at least one shareholder which can be any nationality. There must be two directors. One of whom must be Irish unless a compensation bond is put in place. The directors are the management of the company and can be held accountable as such. June 30,

8 Basic Corporate Requirements (contd) A company must have a company secretary (any nationality) and an Irish registered office. There must be an auditor and audited accounts must be publicly filed annually. The detail required varies depending on the size of the company. A company must carry on business in Ireland. The meaning of carrying on a business is wide and is considered on a case by case basis but for example being a holding company can be sufficient. June 30,

9 Real Estate Ireland has clear well established laws protecting ownership and priorities of interests in real estate. Real estate in Ireland is held either outright, in freehold, or for a specific period of time, under a lease. An interest in property may be acquired by buying it outright, leasing it, or buying the remainder of the term of an existing lease. The commercial terms in relation to the property are usually negotiated by real estate agents and then referred to real estate lawyers acting for the buyer and the seller. Typically a short-term commercial lease will run for a period of about five years while a long-term commercial lease will run for 20 to 25 years leases though terms of 10 or 15 years are becoming more common for office space. June 30,

10 Real Estate (contd) Many leases contain break options which allow the tenants to terminate the lease at specific dates (e.g. after 10 years). Most commercial leases are on a full repairing and insuring basis, so that a tenant carries responsibility either directly or indirectly for all repairs, insurance and outgoings. Planning permission is required before an owner can develop buildings or land, or change their existing use. EU regulations and directives particularly in relation to environmental protection can impact planning and real estate matters. June 30,

11 Labor Labor law in Ireland is heavily influenced by EU legislation. The recruitment process must take care to conform with equality legislation. The employment relationship is set out in a contract of employment which includes both express and implied times. There is a minimum wage currently 8.65 and minimum notice and annual leave periods (20 days) and rights relating to maternity leave, paternity leave etc. There is no entitlement to be paid sick leave although most companies provide for this in employment contracts. June 30,

12 Labor (contd) There is a constitutional right to join a trade union but there is no obligation on employers to recognise or negotiate with a trade union. Most multinationals in Ireland tend to have a non-unionised workforce. Employers must provide access to an occupational pension scheme or to standard personal retirement savings account but are not obliged to contribute to those although again many companies do make a contribution. Employers must put various policies and procedures in place, such as grievance, disciplinary procedures and health and safety issues. Where employees are not Irish citizens, Irish immigration law must be complied with and residency or work permits may be required. June 30,

13 Intellectual Property and E-commerce The Irish legislative IP framework in Ireland is market leading and there is a well developed data protection and e-commerce regime. All of the core legislation, in relation to patents, trade marks, copyright and designs has been introduced in the last 20 years. The duration of a full term patent is 20 years and a European patent effective across designated countries can be enabled Trade mark registration is for 10 years and a trade mark registration to apply across the EU can be enabled. A design that is new and that has individual character may be registered for a period of 5 years. June 30,

14 Intellectual Property and E-commerce (contd) Copyright arises automatically in Ireland on the creation of an original work resulting from the creator s skill and effort and in most cases lasts for the creator s lifetime plus 70 years. There is a dedicated commercial court in Ireland which deals with the majority of IP disputes and this court has been recognised internationally for it s speed and efficiency in dealing with such disputes. Ireland is a member of the Single European Payment Area (SEPA) which involves the creation of a zone for the euro or any currency whose member states wishes to participate (currently 32 member states) in which all electronic payments are considered domestic. The aim is to reduce cost of moving capital and to enable multinationals consolidate payments across the member states. June 30,

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