Pearse Trust Blog



Memorandum of Wishes – Key Considerations for Settlors and Trustees

Posted by Pearse Trust on Wednesday, Sep 28, 2016

A memorandum of wishes, also referred to as a letter of wishes, is a private document in which a settlor of a trust conveys their wishes to the trustee. This can relate to the treatment of trust fund, beneficiaries or other trust matters.

There are advantages for both the settlor and trustee in creating a Memorandum of Wishes. It allows the settlor to share his personal thoughts and perspective on the trust in writing.

It can be very helpful for trustees, during the lifetime and after the death of the settlor, as it gives the trustee a greater understanding of the settlor’s intentions.

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Tags: Legal, Trusts

Factors to Consider Before Accepting a Trusteeship

Posted by Pearse Trust on Wednesday, Sep 21, 2016

Accepting a request to act as the trustee of a trust is an important decision, one which requires careful review of the duties and responsibilities a trustee will take on.  

A decision to accept the trusteeship of a trust should not be accepted blindly.  Under the case law of most jurisdictions, no one can be compelled to act as a trustee.  

This blog examines some of the factors that should be considered before accepting a trusteeship. 

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Tags: Legal, Trusts

Solicitors' Fee Agreements: Case Study

Posted by Pearse Trust on Monday, Aug 22, 2016

The recently decided UK case of Rosenblatt v Man Oil Group SA [2016] EWHC 1382 (QB) highlights the importance of clarity of wording in solicitor’s retainer / engagement letters with regards to revising fee agreements.

In this case, the High Court considered an appeal in a dispute surrounding the interpretation and application of a fixed fee structure in a solicitor’s retainer.

More specifically, it was considered whether the solicitor was to be held to a fixed fee structure which had been agreed with his client, or whether that structure had been superseded thereby entitling the solicitor to charge fees, on an hourly rate, subject to assessment, that were higher than those agreed by the fixed fee structure.

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Tags: Legal, United Kingdom

Assigning Receivables: Minimising the Potential Tax Implications

Posted by Pearse Trust on Monday, Aug 15, 2016


Under Irish tax law, a debt receivable is an asset for Irish Capital Gains Tax (CGT) purposes. Therefore, the assignment by an Irish company of a receivable would be a disposal by that company of an asset. 

By structuring the transaction and documentation in a tax efficient manner, it is possible to minimise the potential Irish tax implications where an Irish company assigns its receivable, i.e. a debt or loan that someone owes to the Irish company.

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Tags: Ireland, Legal, Tax, Finance

Consequences of Breaching Statutory Compliance Requirements

Posted by Pearse Trust on Wednesday, Aug 10, 2016

With the introduction of the Companies Act 2014 “the Act” in Ireland, failure to meet corporate compliance requirements and the offences for breaching one’s obligationsunder Irish company law have been codified and can be found under Part 14 of the Act.

The Act provides considerable consequences for breaching company law and has categorised the offences by a four-tier system based upon the seriousness of the offence. As a consequence, the offences are easier to identify.  

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Tags: Ireland, Legal, Directors

Charitable Tax Status & Name Exemption For Irish Companies

Posted by Pearse Trust on Wednesday, Aug 03, 2016

This blog will look at the requirements for qualifying for charitable tax status and name exemption for Irish registered companies.

It will also discuss the statutory obligations placed on charities by the Charities Act 2009, the Companies Registration Office, the Revenue Commissioners and the Charities Regulatory Authority.

The 2009 Act was introduced in order to reform how charities are governed, to ensure that they comply with their legal obligations and to enhance transparency and governance standards in the charity sector.

 

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Tags: Ireland, Legal, Incorporation, Tax

Written Resolutions of Members and the Companies Act 2014

Posted by Pearse Trust on Monday, Jul 18, 2016

We considered Irish company resolutions in a previous Pearse Trust blog. However, the Companies Act 2014 brought about changes to the area of shareholder resolutions.

The changes intend to simplify the way that shareholders and directors resolve matters and are focused on resolutions made in writing.

Previously, members of a private company limited by shares could only pass resolutions by way of unanimous written resolution, when the articles of association of the company permitted them to do so. The Companies Act 2014 now permits all LTD companies to pass written resolutions.  DACs are also permitted to do so unless their Constitution provides otherwise.

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Tags: Ireland, Legal, Corporate Governance

Summary Approval Procedure

Posted by Pearse Trust on Wednesday, Jul 13, 2016

The Summary Approval Procedure (SAP) was introduced by the Companies Act 2014. SAP is a new process which allows particular restricted activities which would otherwise be forbidden.

The procedure is available to private companies limited by shares, designated activity companies, companies limited by guarantee and unlimited companies.

However, a private company that is a subsidiary of a plc cannot avail of the procedure and a plc itself can only use the procedure for 3 of the 7 restricted activities.

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Tags: Ireland, Legal, Corporate Governance

Irish Company Conversion Deadlines

Posted by Pearse Trust on Wednesday, Jul 06, 2016

Following decades of multiple pieces of legislation governing Irish Companies, we now finally have a single piece of legislation, The Companies Act 2014.

The Act does not only consolidate all existing pieces of legislation under one umbrella, but also creates two completely new company types and erases the existing Private Company Limited by Shares under the Companies Acts 1963 to 2013. 

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Tags: Ireland, Legal, Incorporation, Limited Companies

Canada Joins Fight Against International Tax Avoidance

Posted by Pearse Trust on Monday, Jul 04, 2016

Since the global financial crisis, governments have been cooperating on an unprecedented level to combat tax avoidance.

Canada is certainly no exception, having recently adopted two key multilateral information exchange mechanisms.

On 15 April 2016, the Canadian Department of Finance released draft legislative proposals for consultation, to implement the Common Reporting Standard (CRS) from 1 July 2017 allowing the first exchanges of information to take place in 2018. 

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Tags: Legal, Tax, Canada, Anti-Money Laundering