Pearse Trust Blog

Irish Private Companies - The Business of the AGM

Posted by Pearse Trust on Wednesday, Jul 27, 2016

The Annual General Meeting is a key event for a Company and it is important for the directors, secretary and shareholders to understand the business which is to be transacted at the AGM each year.

Pursuant to section 175 of the Companies Act 2014, an AGM must be held within 18 months from incorporation of a company and then on an annual basis, without 15 months elapsing from one AGM to another.

Unless consent to short notice is granted, notice of the AGM is to be issued to members 21 days before the meeting. In addition to providing the date, time, location and proxy details, the notice should detail the general nature of the business to be transacted at the meeting.   

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Tags: Ireland, Directors, Corporate Governance

Ireland’s Double Tax Treaty Network - An Update in 2 Minutes

Posted by Pearse Trust on Monday, Jul 25, 2016

Ireland’s network of treaties to eliminate and minimise double taxation continues to grow. Ireland has signed tax treaties with 72 countries; of these treaties 70 are in effect.

A full list of Ireland’s tax treaties can be found on the Revenue Commissioner's website. The treaties cover corporation tax, capital gains tax and income tax.

The information set out below provides an overview of the treaties recently signed by Ireland, including a summary of any updates to existing agreements and the developments in relation to new treaties.

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Tags: Ireland, Tax

CRS and Trusts

Posted by Pearse Trust on Wednesday, Jul 20, 2016

What is CRS?

The OECD’s new Common Reporting Standard mandates that financial institutions must report information to their own domestic authorities relating to account holders that are tax resident in any of the over 90 jurisdictions, that have signed agreements to implement Common Reporting Standard into domestic legislation.  

In addition to the CRS, the OECD has published the CRS Implementation Handbook and also maintains and regularly updates a list of CRS-related Frequently Asked Questions.

For the earliest adopters, which include Ireland, Mexico, and the UK, the Common Reporting Standard commenced on 1 January 2016. New Zealand, Panama and Switzerland will start to report in 2018.  The US is not a party to the CRS. 

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Tags: Tax, Economy, Trusts

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

Statutory Records and Registers under the Companies Act 2014

Posted by Pearse Trust on Monday, Jul 11, 2016

In Ireland, Private Companies are required to maintain a minute book and certain statutory records and registers. These records are usually kept at the Company’s registered office address and the task of updating and maintaining the registers belongs to the Company Secretary. It is essential that those involved in a Company ensure that the entity maintains a correct and up to date record of the activities undertaken and events that have occurred. 

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Tags: Ireland, Directors, 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

Irish Film & TV Production New Tax Incentives

Posted by Pearse Trust on Wednesday, Jun 29, 2016

Investors in film and television productions located in Ireland now have access to an improved system of new tax incentives thanks to a recent change to the scheme by the Irish Government.

Ireland has had an impact on the world of film and television disproportionate to its relatively small geographical stature.

According to the Irish Film Board, the audio visual content production sector in Ireland is estimated to be worth over €550m and employs over 6,000 individuals, with over 560 small and medium enterprises operating in the sector. Irish film and TV productions are also thought to contribute substantially to the country’s tourism industry.

It is also argued that the presence of tax incentives for investors and producers in Ireland has helped to drive investment in the motion picture industry.

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Tags: Ireland, Tax, Economy

A Guide to Convening Extraordinary General Meetings

Posted by Pearse Trust on Monday, Jun 27, 2016

Any meeting of the members of a limited company in Ireland other than the Annual General Meeting is deemed to be an Extraordinary General Meeting (EGM).

Subject to the Constitution of the Company, an EGM may be convened at any time to transact business which needs to be dealt with.

Examples of why a Company may convene an EGM include business such as granting authority to the directors to allot shares, approving an increase in authorised share capital, or removing a director.  Read More

Tags: Legal, Directors, Corporate Governance