Holding Company Ireland
A common way to establish operations is by registering a Holding Company in Ireland. Ireland’s status as a world-class location for international business is well established. International companies are attached to Ireland because it is a full EU Member State featuring one of the Lowest Corporate Tax rates in Europe, 12.5%. The legal and regulatory framework is very welcoming toward Foreign Direct Investment in Ireland.
Most often overseas companies that wish to expand operations use an Irish Holding Company structure. A new Irish holding company would become the majority shareholder of the existing international company meaning that it will hold 51% or more of the shares, the international company would then be known as a subsidiary company. An Irish holding company can hold shares in multiple companies as part of a group holding structure. The holding company type can be either a Private Company Limited by Shares (LTD) or a Private Unlimited Company (PUC) under the Company’s Act 2014. However, a LTD is the most common structure because it has limited liability which protects the company members (shareholders /owners) should the company cease trading.
The other options for establishing operations in Ireland are to open a Branch or a Subsidiary Company in Ireland.
A company that is resident in Ireland can apply for the 12.5% Irish corporation tax rate, this is payable on its worldwide profits and not just in respect of Irish source profits. A company that is merely incorporated in Ireland is not automatically treated as a resident company when it is controlled by shareholders who are resident in another EU State or in a country with which Ireland has a tax treaty.
However, the key determinant for tax residency is the “central management and control” test. In essence, this means that a company is resident in Ireland if the strategic decisions concerning it’d activities and operations are exercised in Ireland. Some of the factors that can generally be expected to be of relevance in determining the central management and control include:
- Where are the important questions of company policy and critical decisions determined?
- Where do the majority of directors reside?
- Where are the board meetings held?
- Where is the negotiation of major contracts undertaken?
Tax Advantages of an Irish Holding Company
The main tax advantages for Irish resident holding companies include:
- Capital gains tax participation exemption on disposal of qualifying shareholdings is greater than or equal to 5% in companies resident in an EU member state/double tax agreement partner country. This shareholding must include the right to 5% of the profits of the company and the right to 5% of the assets on a winding up. The minimum holding requirement can also be satisfied where the holding company is a member of a group and the shareholdings of members of the group are taken into account. This holding requirement must be satisfied for a continuous 12 month period and the disposal must take place within a two year period after meeting the holding requirement. The activity of a subsidiary company must consist wholly or mainly of the carrying on of a trade at the time of the disposal. This requirement can also be satisfied where the business of the holding company and companies in which the holding company has a direct or indirect ownership interest of at least 5%, consist wholly or mainly of the carrying on of one or more trades.
- Effective exemption for foreign dividends via 12.5% tax rate for qualifying foreign dividends and flexible foreign tax credit system. The Finance Act 2008 introduced a 12.5% tax rate on foreign dividends out of trading profits of companies that are resident for tax purposes in EU Member States (‘EU’) or in countries with which Ireland has a tax treaty (‘DTA’).
- Double tax relief is available for tax suffered in foreign branches and pooling provisions for unused credits. Where (i) the Irish company receives foreign branch income, and (ii) the foreign tax suffered exceeds the Irish tax on the foreign branch income, then the excess may be set off against Irish tax on other foreign branch income of the Irish company in the year concerned.
- Dividend withholding tax can be avoided in certain circumstances including where the recipient is resident in an EU member state or a tax treaty partner country. Amongst the circumstances included are: (A) Companies which are resident in a treaty country, but which are not under the control, whether directly or indirectly, of a person or persons who are resident in Ireland and (B) Companies which are not resident in Ireland and which are ultimately controlled by persons who are resident for tax purposes in a treaty country. In addition, persons who are not resident nor ordinarily resident in Ireland but are resident in an EU state or tax treaty country than being paid gross with withholding tax providing certain compliance procedures are met.
- Transfer pricing rules in Ireland have been introduced to ensure that arm’s length prices apply to transactions between associated persons, thus ensuring the full profit is taxed in the country receiving the income. The rules do not apply to small and medium-sized enterprises (less than 250 employees, with turnover below €50m or assets below €43m). Effective 1 January 2011 with respect to transactions agreed on or after 1 July 2010.
- Controlled Foreign Company (CFC) Regulations are not present in Ireland, therefore, it is possible for an Irish company to hold shares in companies that are resident in other jurisdictions and not require the profits of the entity in the other jurisdiction to be repatriated to Ireland. Many other international holding company locations include CFC rules which can limit the range of countries in which they can invest.
One of the major advantages of Ireland as a holding company location is the ability to combine the holding company with trading activities such as shared services, group administration, purchasing treasury and research and development.