In late 2009 and early 2010 numerous multi-national corporates
took steps to adopt a parent tax-resident and incorporated in
Ireland. Major multi-nationals, with Irish parents include
Accenture, Cooper Industries plc, Covidien plc, CRH, Elan
Corporation plc, ICON plc, Ingersoll-Rand plc, James Hardie
Industries SE, Ryanair, Seagate Technology plc, Warner Chilcott
plc, Willis Group Holdings plc and XL Group plc.
Two hurdles immediately arise where such companies undertake
corporate activity:
i) notwithstanding their obligations under other legal codes, such
companies must comply with the Irish Takeover rules, Irish capital
maintenance requirements, and Irish requirements to disclose
beneificial ownership of voting share capital.
ii) where such companies propose to issue shares to acquire assets,
Irish stamp (transfer) duty at rates of up to 6% of the share
consideration can arise. Such a charge arises where the share
issuance is in respect of chargeable assets that are stampable as
conveyance on sale. Exemptions apply for certain debt, intellectual
property and foreign securities, but crucially acquisitions of
Irish shares or foreign property can attract stamp duty.
Detailed structuring of the transaction for all parties to the
transaction is key to avoid unlawful transactions and/or tax
leakage irrespective of the governing law to the transaction
documents.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
