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ByrneWallace I Why Ireland? A guide to doing business in Ireland I 9The investment vehicleBUSINESS STRUCTURESForeign direct investors may choosevarious legal entities to establisha presence in Ireland includingprivate limited companies, unlimitedcompanies, public limited companiesand branches. ByrneWallace canadvise on the suitability of each ofthese to the particular investor butthe most commonly used foreigndirect investment vehicle is the privatelimited company. Similar to the USCorporation, its chief advantage is thateach shareholder’s liability is limitedto the amount it agreed to pay for itsshares.INCORPORATIONThe incorporation process is generallyquick and inexpensive, taking between5-20 days and involving the filing ofcertain information with the CompaniesRegistration Office. The Memorandumand Articles of Association (similar tothe US Charter or Articles) set out thecompany’s parameters and regulationsand are filed with the incorporationpapers. ByrneWallace CorporateSecretaries Limited, our Firm’s companysecretarial division, provides a range ofcompany incorporation and secretarialservices to help make the incorporationand administrative process as smoothas possible.REQUIREMENTSOn incorporation, a private companymust have at least one shareholder,two directors, a company secretary ,and an Irish registered office and beable to demonstrate that it will conductbusiness in Ireland. Shareholders arenot required to be Irish but at leastone director must be an Irish residentunless an insurance bond is in place.The management of the companyis generally entrusted to a Board ofDirectors. An auditor must be appointedand the accounts must be publicly filedeach year.The nominal share capital of a privatecompany can be as large or as smallas the founders wish and can be in anycurrency denomination. There must beat least one issued share.Every company must appoint an auditorand must publicly file audited accountseach year. The detail required in theseaccounts varies according to the size ofthe company.BRANCHESAn alternative to incorporation whichforeign direct investors may chooseis to establish a branch operation.Although generally not as advantageousas incorporation, branches may servea particular purpose. A branch has aseparate management structure whichenables it to negotiate contracts withthird parties, and has an elementof financial independence. Foreigncorporations establishing a branch inIreland are obliged to register certaininformation with the CompaniesRegistration Office within one monthof establishment. Foreign corporationswith branches in Ireland are required topublicly file their accounts each year.