Getting your business Brexit ready - practical implications as the UK prepares to leave the EU

Consider choosing Ireland as a location to continue transacting business within the EU Single Market

One of the initial considerations for UK companies in a post-Brexit environment will be to consider re-locating, or setting up business in an EU member state to maintain their accessibility to the single market. Ireland is an attractive location for UK companies to re-locate to as it:.

• has a vibrant and progressive society enriched with diversity, culture and creativity
• has a skilled workforce of well-educated, productive and ambitious individuals
• is an English speaking country
• is well renowned for its pro-business attitude to business, Ireland is recognised as an International hub for business attracting companies from across the globe
• has a similar legal system to the United Kingdom
• is a committed member of the European Union single market and the Eurozone, having joined the EU in 1973, and
• offers many governmental and other institutional supports in order to nurture and support the growth of business.

Incorporating a company in Ireland

Incorporating a company in Ireland is a straight forward process, requiring the proposed new entity to file the following documentation, together with the requisite fee, in the Companies Registration Office (“CRO”):

• Constitution; and
• Form A1.

Considerations for incorporating a company in Ireland

Businesses looking to operate in Ireland also need to consider the type of company that they wish to establish.

The most common type of company in Ireland is the private limited company of which there are two types, further details of which are set out below:

Private Company Limited by Shares (“LTD”)

• Company name must end in ‘Limited’ which may subsequently be abbreviated to LTD;
• One constitutional document comprising the articles of association;
• No requirement for an LTD to have an objects clause;
• An LTD is not permitted to act as a credit institution or an insurance undertaking;
• May although not formally required to have an authorised share capital amount ;
• May dispense with the requirement to hold an annual general meeting (“AGM”); and
• Can operate as a single director company.

Designated Activity Company (“DAC”)

• Company name must end in ‘Designated Activity Company’ (can subsequently be abbreviated to DAC)
• One constitutional document consisting of two parts the memorandum of association and the articles of association
• A DAC is required to state an objects clause in its constitution
• A DAC is required to state an authorised share capital amount in its constitutional document
• Only a sole member DAC may dispense with the requirement to hold an AGM, and
• A DAC must have at least two directors

Some differences in company requirements between the UK and Ireland worth considering

• Company Secretary - Unlike the UK, an Irish registered company must have a company secretary who is a natural person or a body corporate.
• Disclosure of Directors Residential Address - Generally Directors of Irish companies must disclose details of their residential address on the public register. Exceptions to this requirement can arise in certain circumstances.

Section 137, Companies Act 2014, as amended

An Irish registered company that currently satisfies the requirements of section 137(1) of the Companies Act 2014, as amended (the “Act”) by having a UK resident director on its Board should consider the following alternative ways in which they can continue to meet their obligations post-Brexit.

• Obtain a Section 137(2) Bond
• Obtain a Section 140 certificate confirming that the company has a real and continuous link with an economic activity being carried out in Ireland
• Appoint an EEA resident director

For further information on any of the matters discussed in this article please contact a member of our Corporate Services team.