Ireland is a small, open economy that benefits from:

The main industry sectors in Ireland are export-orientated and include:

The population of Ireland is just under 5 million and is English-speaking.

The COVID-19 pandemic had an uneven impact on the Irish economy. Domestic sectors were adversely affected but the export-orientated IT and pharmaceutical sectors grew in 2020 (mainly due to the presence of large multinationals), resulting in positive overall GDP growth for 2020. Aggregate tax receipts fell by only 3.6% in 2020. This was attributable to the stability of income tax receipts and a continuing strength in corporation tax revenues.

A swift policy response has mitigated the impact of the pandemic, but there have been significant fluctuations in unemployment since early 2020, which reflect the impact of the tightening and loosening of public health restrictions on business. Government expenditure on welfare payments and in the health sector increased. The government has gradually relaxed public health restrictions since Q2 2021 and there has been widespread take-up of vaccinations, which should see the Irish economy becoming increasingly open for business. Irish exporting firms are also expected to benefit from a post-COVID international recovery.

Irish banks have strong capital levels but downward pressure on net interest margins due to the low interest rate environment and a high level of legacy non-performing loans (NPLs) on bank balance sheets have weakened profitability. The NPL ratio has reduced significantly in recent years due to portfolio sales and improved economic conditions but remains high compared to European peers.

The UK officially left the EU on 31 January 2020. Following the end of a transition period on 31 December 2020, the UK now trades with the EU on the terms of the Trade and Cooperation Agreement signed on 30 December 2020. However, not all aspects of the trade deal are fully in force at present and trade between the UK and Ireland throughout 2021 and beyond will likely be affected by the manner and timing of the trade deal's further implementation by both the EU and the UK.

Ireland's corporation tax rate is 12.5%. As recently as 2020, the Minister for Finance reiterated Ireland's commitment to this rate in his annual Budget speech. Since then, on 21 July 2021, at the OECD/G20 Inclusive Framework meeting on Base Erosion and Profit Shifting (BEPS), agreement was reached by a majority of member jurisdictions on proposals (known as Pillar One and Pillar Two) for, among other matters, a minimum global tax rate of 15%.

Ireland has indicated that it fully supports the Pillar One proposals to re-allocate a proportion of taxing rights to market countries, which is universally seen as an important step towards adapting the international tax framework to respond to the digitalisation of the economy.

Equally, Ireland has expressed broad support for the agreement on the Pillar Two proposals on a minimum global tax rate.

However, Ireland has yet signalled its agreement with the 21 July 2021 proposals and has expressed some concerns regarding the proposed global minimum effective tax rate of 15%. Ireland's existing 12.5% corporation tax rate has been in place for over two decades and is viewed as an important part of Ireland's economic policy in terms of attracting investment and employment.

It remains to be seen if the Minister for Finance will make any further statement on Ireland's position on corporate tax rate in his Budget speech this year, which is scheduled for 12 October 2021.

The Companies (Rescue Process for Small and Micro Companies) Act 2021 provides an alternative to examinership (a process similar to a US Chapter 11 insolvent reorganisation) for the benefit of small and micro companies. This is more accessible and cost efficient than the existing examinership process and can be concluded in a shorter period of time. The Act was signed into law on 22 July 2021 but has not yet been commenced.

The recent publication of the Companies (Corporate Enforcement Authority) Bill 2021 paves the way for the establishment of a new independent statutory authority, the Corporate Enforcement Authority (CEA), tasked with investigating and prosecuting economic and white-collar crime in Ireland. The CEA will replace the Office of the Director of Corporate Enforcement and assume its role in the investigation and enforcement of corporate crime. The Irish government has indicated that it intends to have the CEA operational by 1 January 2022.

There have been a number of changes to international tax law and practice as part of the OECD BEPS project. The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent BEPS (MLI) implements the tax treaty measures developed during the BEPS project. Ireland's domestic ratification procedures were completed in the Finance Act 2018. Ireland deposited its instrument of ratification and final list of reservations and notifications with the OECD Depositary on 29 January 2019. The MLI entered into force for Ireland on 1 May 2019.

In addition, all EU member states adopted Directive EU 2016/1164 laying down rules against tax avoidance practices that directly affect the functioning of the internal market (Tax Avoidance Directive). The Tax Avoidance Directive requires EU member states to implement domestic legal frameworks and common measures to tackle tax avoidance practices. The Directive sets out:

The required exit tax and CFC rules were implemented in Ireland with effect from 10 October 2018 and 1 January 2019, respectively. The anti-hybrid rules came into effect from 1 January 2020. Ireland is expected to introduce an Interest Limitation Rule (ILR) with effect from 1 January 2022, as well as implementing the anti-reverse hybrid rules.

The Companies (Miscellaneous Provisions) (Covid-19) Act 2020 was originally commenced on 21 August 2020 and introduced temporary amendments to Irish company law to address issues arising from the impact of the COVID-19 pandemic. For example, among other things, its provisions allow for:

The application of this legislation was most recently extended to 31 December 2021.

Ireland's legal system is based on common law. Ireland is a unitary system (not federal).

There are generally no restrictions on foreign investment in Ireland. The government encourages foreign investments, and the tax regime is particularly favourable.

Regulation (EU) 2019/452 establishing a framework for the screening of foreign direct investments (FDI Screening Regulation) is directly applicable in Ireland and came into effect on 11 October 2020. Ireland is not required to screen foreign investment under this regulation, but there are indications that the government may introduce new legislation in this area. However, Ireland is subject to certain obligations under the FDI Screening Regulation (such as sharing information on relevant transactions with the European Commission and other member states, where requested to do so).

The Department of Enterprise, Trade and Employment held a public consultation on Ireland's implementation of the FDI Screening Regulation in May 2020. The government has listed a proposed Investment Screening Bill in its Summer Legislative Programme, which signals an intention to develop an investment screening mechanism to empower the Minister for Enterprise, Trade and Employment to assess, investigate, authorise, condition, prohibit or unwind foreign investments from outside of the EU based on a range of security and public order criteria.

Authorisations from regulatory bodies are required in certain sectors, including banking, financial services and telecommunications. These authorisations apply to foreign and domestic investors alike.

As Ireland is a member of the EU, there are generally no restrictions on trade or free competition between it and the other EU member states. However, doing business in non-EU countries may be subject to certain restrictions and can require additional authorisations and licences.

The EU implements sanctions, also known as "restrictive measures", autonomously at an EU level, or as a result of binding resolutions of the Security Council of the UN. The sanctions are given effect as EU Council Regulations, which are binding on all EU member states once published in the EU Official Journal and must be complied with in Ireland as though they were contained in Irish legislation.

Penalties for the breach of these EU Regulations are prescribed through statutory instruments enacted in Ireland under the:

There is no exchange control or currency regulation in Ireland.

The Minister for Finance can restrict financial transfers between Ireland and certain non-EU countries, provided the restriction conforms with EU law (see Question 5).

The European Union (Anti-Money Laundering Beneficial Ownership of Corporate Entities) Regulations 2019 require Irish companies and other bodies corporate to obtain and keep adequate and accurate information on their beneficial ownership in a beneficial ownership register. Individuals are considered to be beneficial owners under these Regulations if they ultimately own or control the entity.

Irish companies must file information on their beneficial owners (including, for example, name, date of birth, nationality, residential address and Irish Personal Public Service Number (if applicable)) with the Register of Beneficial Ownership maintained by the Registrar of Companies. A relevant entity must grant access to its beneficial ownership register if required by:

The general public have restricted access to this register (for example, the public cannot access a beneficial owner's day of birth or address).

Similarly, the European Union (Anti-Money Laundering: Beneficial Ownership of Trusts) Regulations 2021 require trustees of certain express trusts to compile and maintain an internal beneficial ownership register. Trustees must then file and update this information in the Central Register of Beneficial Ownership maintained by the Irish Revenue Commissioners.

The Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2021 set out the offence of money laundering. The Acts criminalise certain acts in relation to property representing the proceeds of criminal conduct, when carried out by an individual who knows, believes or is reckless as to whether the property represents the proceeds of criminal conduct.

There is a requirement on certain businesses (defined as "designated persons") to do appropriate due diligence to identify their customers, and to ensure that money transacted in their business relationships was lawfully obtained. A designated person must identify its customers and verify their identities against formal documentation or official information. Further enhanced due diligence is required if:

These obligations extend beyond "knowing your direct client". A designated person must examine whether there is an entity enjoying beneficial ownership of the assets in question, and whether that entity adequately satisfies the appropriate due diligence.

There are several government agencies responsible for promoting investment. Various grants and investment incentives are available from these agencies, depending on the nature, size and location of the proposed investment.

Enterprise Ireland is an Irish state agency responsible for supporting the development of manufacturing and internationally traded services companies. Enterprise Ireland provides a range of funding and supports available to companies at varying stages of development. Information on grants and supports available from Enterprise Ireland is available online at www.enterprise-ireland.com.

A number of intellectual property (IP) incentives have been introduced into Irish tax legislation in recent years, including the following:

The Irish government encourages foreign investments, and the tax regime is particularly favourable.

IDA Ireland is a state agency established to encourage investment into Ireland by foreign-owned companies. Information on the range of business supports available from IDA Ireland is available online at www.idaireland.com.

The main business vehicles used in Ireland are:

Other company types include:

The most common form of business vehicle used by foreign companies is the private limited company. Foreign investors intending to carry on business in Ireland most frequently look to form a private company limited by shares rather than a public company because fewer obligations apply to a private company and the restrictions applicable to a private company (such as restrictions on number of shareholders) do not generally concern a foreign investor.

A foreign company can trade directly in Ireland by establishing an Irish branch and registering in Ireland as an "external company". The external company will be subject to compliance with certain requirements and filing obligations. The Irish branch is not a separate legal entity from the external company that established it.

Another form of business vehicle is the partnership model, which is the default method of carrying on business between two or more persons (including corporate entities) in Ireland. A general partnership can exist without formal registration, and the partners have unlimited liability. A partnership in Ireland does not have separate legal personality from its partners.

Limited partnerships are also permitted in Ireland. A distinction is drawn between general partners who manage the firm's business and have unlimited liability, and limited partners who invest fixed amounts of money in the partnership and are only liable for its debts and obligations up to the amount of their capital investments. Limited partners are not permitted to participate in the management of the partnership and risk losing their limited liability status if they breach this obligation. The primary advantages of a partnership include:

An Investment Limited Partnership (ILP) can be established under the Investment Limited Partnerships Act 1994 (as amended). The ILP structure can only be used by alternative investment funds (AIFs) and their managers, and is regulated by the Central Bank of Ireland. Therefore, it is a suitable vehicle for investment funds pursuing private equity, private credit, infrastructure, real asset and similar investment strategies.

A private limited company is incorporated by filing with the Companies Registration Office (CRO):

The CRO then issues a certificate of incorporation. The CRO may reject the incorporation if the proposed company name is too similar to that of an existing company. It is possible to reserve a company name for up to 28 days for a small fee.

The incorporation of private limited companies generally takes ten working days, or five working days under the quick incorporation scheme where the company's constitution is in a form approved by the CRO. Further information can be found online at www.cro.ie.

Periodical Reporting. A private limited company must select an annual return date on which it will need to file its annual return with the CRO each year, setting out details of its officers, members, and share capital as at the annual return date. The private limited company must also append a copy of its financial statements (audited where required).

An Irish subsidiary company can file the consolidated financial statements of an EEA parent instead of its own financial statements if the parent gives an irrevocable guarantee in respect of that subsidiary's liabilities (which includes any commitments), and certain other conditions are met.

Irish branches of foreign companies must also file financial statements (of the foreign company) with the CRO.

Ongoing Reporting. Private limited companies must inform the CRO of certain matters within a specified time of their occurrence, including:

See Question 6 for information on reporting requirements in respect of beneficial ownership of corporate bodies.

Private limited companies must have a secretary and at least one director. If only one director is appointed, the secretary and director cannot be the same person. All other company types must have a minimum of two directors. A corporate body cannot act as a director of an Irish company.

At least one director of the company must be resident in a member state of the EEA, unless the company obtains a prescribed bond to the value of EUR25,000 as security for compliance with Irish company and tax law.

The director(s) are responsible for managing the business of an Irish company and are subject to a range of statutory duties and obligations under the Companies Act 2014. The Act sets out a non-exhaustive list of statutory fiduciary duties that are owed to the company, including to:

A breach of fiduciary duty may result in personal liability for a director to the company.

Directors have additional statutory duties in relation to the disclosure of certain information, maintaining adequate accounting records and ensuring the director and the company comply with obligations under the Companies Act 2014.

The Companies Act 2014 contains a number of provisions that provide for personal liability of directors. A director may be subject to restriction orders, disqualification orders, fines, imprisonment or injunctions, depending on the nature and extent of their failure or breach. A director can also be liable in tort for negligent behaviour.

Irish company law also prescribes a range of sanctions against directors for other defaults and offences provided for under the Irish Companies Act 2014, which can include "on the spot" fines and/or criminal liability.

Directors also have other sources of obligations, including under health and safety legislation, employment law, environmental law and data protection legislation.

Parent companies are generally not liable for acts of subsidiaries because each company has separate legal personality from its shareholders (unless, for example, a parent company guarantees a loan or the subsidiary is an unlimited company).

The Environmental Protection Agency (EPA) must authorise regulated environmentally sensitive activities above certain thresholds by way of:

Other regulated activities that require relevant authorisations include:

Typically, the offence of "causing or permitting" something in an environmental statute is a strict liability offence. This can encompass a failure to take reasonable steps to prevent the offence.

Following the commission of an environmental offence, not only is the person who caused or permitted the environmental offence civilly and criminally liable for it, the directors, officers and managers of a corporate body (such as a company) may also be liable.

There is an obligation on persons holding, treating or otherwise in control of waste to ensure that waste management is carried out without:

Failure to comply with these obligations is an offence.

Different rules apply to waste considered "hazardous", the precise definition of which has often changed in the Waste Management Acts 1996 to 2011. If historic waste becomes defined as hazardous, it is advisable to keep proper records of proof of delivery to authorised facilities to ensure that former waste holders can demonstrate that the waste was correctly dealt with at the time. Both the regulator and the waste-holder must be able to track hazardous waste through its entire lifecycle.

The primary obligation on the occupier of any premises (other than a private dwelling house) is to use the best practicable means to limit and, if possible, prevent an emission of an air pollutant from such premises.

General criminal offences under the Air Pollution Acts (1987 to 2011) include:

It is an offence to cause water pollution. General criminal offences under the Local Government (Water Pollution) Acts (1977 to 2007), Inland Fisheries Acts (1959 to 2017) and Water Services Acts (2007 to 2017) include:

"Polluting matter" is defined as matter whose entry or discharge into any waters is liable to:

Directive 2004/35/EC on environmental liability with regard to the prevention and remedying of environmental damage (Environmental Liability Directive) has been transposed into Irish law by the European Communities (Environmental Liabilities) Regulations 2008.

General criminal offences under the Environmental Liability Regulations include:

Land use must have the appropriate permission under the Planning and Development Acts (2000-2021) for its current or intended use. If property is awaiting development, the nature of the permission and its duration for development purposes must be examined.

Unauthorised development (which includes unauthorised use of a property) is an offence and can result in criminal liability for both a corporate body and its officers.

Employment protection laws in Ireland apply to all employees working in Ireland, irrespective of the employee's nationality. Whether these laws apply to Irish employees working abroad depends on the employment contract and nature of the employee's posting abroad.

If the contract does not specify the governing law and jurisdiction, the usual European conventions apply, and the fundamental issue is where the employee habitually carries out their duties. A choice of law clause cannot exclude mandatory employee protection laws to the detriment of the employee.

Employment law is primarily governed by:

The primary legislation regulating employment relationships include the:

Under the Terms of Employment (Information) Acts 1994 to 2014, employers must provide employees with a written statement of certain terms and conditions of employment within two months of starting employment. This written statement of terms must contain:

If an employer does not comply with this requirement, employees are entitled to up to four weeks' compensation.

Since March 2019, the Employment (Miscellaneous Provisions) Act 2018 provides that employers must also provide employees with the key terms and conditions of employment within five days of starting employment. These include:

If an employer does not comply with this requirement, it is guilty of an offence and liable for a fine of up to EUR5,000 or a term of imprisonment of up to 12 months, or both. Employees with one month's service can claim up to four weeks' compensation for this breach.

Many employers therefore choose to put a detailed written contract of employment in place.

An employment contract includes both its express written terms and implied terms. Terms are implied by:

The employee and employer can agree terms and conditions individually or through collective bargaining. A collective agreement is made by or on behalf of an employer and a representative trade union and governs conditions of employment and payment of employees. A reference to any collective agreements that directly affect the terms and conditions of the employee's employment must be included in a written statement given to an employee within two months of starting employment.

Anyone travelling to Ireland for business purposes must have permission to:

These three elements of immigration are governed by different rules and in some cases the permissions are administered by different departments.

Nationals from non-exempt countries must obtain an entry visa before travelling to Ireland. Details of exempt and non-exempt countries can be obtained from the Department of Foreign Affairs and Trade (www.dfa.ie). Possession of a valid visa is essential for non-visa-exempt nationals, but does not confer an automatic right to entry (which is a matter for the immigration officer) or a right to work, as there is a separate process for employment permits. Similarly, the grant of an employment permit does not grant any entry or residency rights, and non-visa-exempt nationals must still comply with visa and residency requirements after obtaining an employment permit. The process for applying or renewing visas has been impacted by COVID-19 restrictions, with much of the process moving online.

Employment permits are required by all non-EEA/Swiss nationals (except for certain individuals, such as non-EEA spouses of EU citizens, for whom a separate process applies).

The Employment Permits Acts 2003 to 2014 establish a statutory regime governing employment permits, which is operated by the Department of Business, Enterprise and Innovation (www.dbei.ie). The Employment Permits Act 2014 and Employment Permits Regulations 2017 have updated and improved the current employment permits regime.

The three primary types of permit are:

The processing times, criteria, requirements and benefits of each permit type vary. The fees for permits depend on the type of permit sought and length of the permit but typically range from EUR500 to EUR1,500.

Article 45 of the Treaty on the Functioning of the European Union (TFEU) provides for the rights of EU citizens to move and reside freely within the EU member states. The conditions attaching to these rights for EU citizens and any family members who accompany or join them are set out in detail in Directive 2004/38/EC on the right of citizens to move and reside freely within the territory of the member states (Citizens' Rights Directive). In Ireland, this is given effect by the European Communities (Free Movement of Persons) Regulations 2015.

For non-EEA nationals, section 9 of the Immigration Act 2004 (as amended) sets out legal requirements for non-EEA nationals to register with the immigration authorities in Ireland when staying in Ireland for more than 90 days. Employees who obtain a work permit must book an appointment with the Immigration Delivery Service to allow them to register with it on their arrival into Ireland.

Employees are not entitled to management representation or consultation rights except as follows:

An employer must have cause to dismiss an employee. Under the Unfair Dismissals Acts 1977 to 2015, the dismissal of an employee is not deemed to be unfair if it is for reasons of:

There is also a catch-all provision that allows for employers to advance other substantial grounds. There is no requirement to pay an employee severance in the event of a dismissal, unless it arises due to redundancy (see Question 17).

The unfair dismissal legislation generally applies to all employees who have completed one year's continuous service (including any notice entitlement). However, dismissals are automatically deemed to be unfair if they result wholly or mainly from the following:

Under unfair dismissal legislation, the onus of proof is on the employer to justify the decision to dismiss (except in constructive unfair dismissal cases where the burden of proof is reversed and the employee must justify the decision to resign).

See above, Unfair Dismissal.

Under contract law and statute, an employer or employee wishing to terminate employment must give the other party notice of termination. Employers must give employees the following statutory periods of notice:

If the employee's contract of employment provides for notice in excess of the statutory period, the contractual notice must be given. Payment in lieu of notice can be given if this is provided for in the employment contract.

However, an employer can dismiss an employee without notice for gross misconduct (summary dismissal). This is conduct that is so serious that immediate dismissal of the employee is warranted, for example, cases of assault, stealing or serious breach of employment policies. Employment contracts may set out further examples of gross misconduct.

An employee can allege unfair dismissal before an Adjudication Officer of the Workplace Relations Commission. The claim must be made within six months of the date of the contravention in relation to which the complaint was made, but this can be extended to 12 months if the adjudicator is of the opinion that the delay was due to reasonable cause. The unfair dismissal regime operates separately to an employee's right to bring a common law claim for wrongful dismissal before the civil courts (for example, for breach of contract). However, the employee cannot recover damages in both forums.

Remedies for unfair dismissal available to an employee include:

In civil cases, the court will award damages in accordance with the usual principles, depending on the nature of the claim.

Redundancies are regulated by the:

Under the Redundancy Payments Acts 1967 to 2015, a statutory redundancy payment is payable to employees who have completed more than 104 weeks' continuous service. Statutory redundancy is calculated as two weeks' pay for each year of service plus one additional week's pay, capped at EUR600 per week.

Employers can choose to provide enhanced redundancy payments, and this is generally in exchange for a waiver of the employee's rights to bring legal claims.

Due to the COVID-19 pandemic, a suspension of redundancy provisions relating to temporary layoff and short-time work was introduced in March 2020. This has been extended until 30 September 2021. Before March 2020, if an employee was laid off or put on short time for four or more consecutive weeks, or six or more weeks within a 13-week period of which not more than three were consecutive, the employee was entitled to notify their employer in writing of their intention to claim a statutory redundancy payment (assuming they satisfied the qualifying criteria). On giving notice, an employee would be entitled to a statutory redundancy payment if their employer could not give them counter-notice within seven days of the employee's notice.

A collective redundancy arises if, over any 30 consecutive days, the number of employees being made redundant are:

The Protection of Employment Acts 1977 to 2015 prescribes the procedures to be followed in a collective redundancy. This includes employee representation and a mandatory consultation process. These consultations must take place at the earliest opportunity and at least 30 days before the notice of redundancy is given. The consultation aims to consider whether there are any alternatives to the redundancies.

The employer must provide certain information regarding the redundancies in writing to the employee representatives. The employer must also inform the Minister for Employment Affairs and Social Protection in writing of the proposed redundancies at least 30 days before the occurrence of the first redundancy.

Individuals are tax resident for a particular tax year if they are present in Ireland either for:

Individuals are not regarded as resident for any tax year in which they spend 30 days or less in Ireland.

A "day" in this context includes any part of a day.

Income Tax. Employees are liable to income tax on their worldwide annual taxable income at:

There are individual tax credits that vary depending on the employee's circumstances and that can be set off against their income tax liability.

Universal Social Charge (USC) applies at rates varying from 0.5% to 8%, depending on income and age. USC is treated as a tax rather than a social security contribution for tax purposes.

Social Security Contributions. Pay Related Social Insurance (PRSI) also generally applies at 4% for employees.

Filing Requirements. Pay-as-you-earn (PAYE) is the administrative method of collecting tax from employment income. The obligation is on the employer to ensure that the appropriate amount of tax is deducted from the employee's pay and paid to the Irish Revenue Commissioners.

In general, salaries derived by a non-tax resident employee from employment in Ireland are taxable both in Ireland and in the employee's country of residence if the duties of employment are carried on in Ireland, subject to any relief provided by a double tax treaty (see Question 27).

If an employee is not resident in Ireland and they do not perform duties in Ireland, there is no liability to pay Irish tax.

Temporary assignees to Ireland from an EU member state or a country with which Ireland has a social security agreement (such as that between Ireland and the US) may have to continue to pay social security contributions in their home country. Otherwise, PRSI may apply.

PRSI generally applies at a rate of 11.05% for employers.

It is the responsibility of the employer to deduct the correct amount of tax from the employee's pay through the PAYE system and to pay this to the Irish Revenue Commissioners.

Companies incorporated in Ireland are generally considered to be resident in Ireland unless a double tax agreement regards the company as resident in another territory. Ireland's double tax agreements contain tie-breaker provisions to resolve cases where a company may be considered resident of both Ireland and another territory. In such circumstances, an entity will normally be deemed resident in the state in which it is effectively managed. The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent BEPS (MLI) may cause this tie-breaker provision to be replaced by a competent authority determination in some treaties.

A non-Irish incorporated company may also be tax resident in Ireland if it is centrally managed and controlled in Ireland. The test is a factual test that is typically directed at the highest level of control of the business of the company.

Non-resident companies that trade through a branch or agency in Ireland are subject to corporation tax on branch profits. Non-resident companies must pay income tax on other Irish-source income, subject to any relief provided by a double tax treaty (see Question 27). See Question 21 in relation to Capital Gains Tax.

Irrespective of residence, companies may be liable to pay stamp duty if an instrument is executed in Ireland or an instrument is executed outside Ireland but relates to property situated in Ireland or an obligation to be performed in Ireland.

Companies that are resident in Ireland must pay corporation tax on worldwide profits and chargeable capital gains (subject to double taxation treaty relief).

The standard rate of corporation tax on Irish trading profits is 12.5%. To benefit from this rate, companies must derive income from a trade that is actively carried on in Ireland.

A rate of 25% applies to non-trading income (for example, rental income and royalty income) and foreign-source income.

VAT is charged on certain imports and on goods and services supplied in Ireland in the course of business. VAT ranges from 0% to 23% depending on the product or service.

Stamp duty is charged on certain documents executed in Ireland. The tax payable is either a fixed duty or a percentage of the value of the transaction (for example, 1% or 6% on share transfers, up to 2% on residential property, and 7.5% on non-residential property transfers). Certain transactions are exempt from stamp duty (for example, transfers of IP).

A new stamp duty rate of 10% was introduced in 2021 where ten or more residential properties (generally houses) are acquired on a cumulative basis over a 12-month period. This rate is also applicable to certain transactions in respect of company shares or fund or partnership units or interests where value is derived from underlying residential property.

A company must pay tax on any gains it realises on the disposal of its capital assets at an effective rate of 33%. However, an exemption applies to disposals of shares held by a holding company in its subsidiary where certain conditions are met, including:

Disposals of assets relating to these shares (for example, options to dispose of or acquire the shares) are similarly exempt.

Non-resident companies may be subject to capital gains tax on the disposal of certain Irish assets including Irish land and buildings (or shares deriving their value from them) and assets of an Irish branch or agency of the company.

Dividends paid by a resident company are generally subject to dividend withholding tax (DWT) at the applicable rate of income tax (currently 25%), unless an exemption applies (for example, the recipient of the dividend or distribution is resident in the EU or in a country that has a tax treaty with Ireland). If required, a valid DWT declaration form must be filed with the dividend or distribution paying company before the dividend is paid.

Dividends received are generally taxed at 25%. However, some exceptions exist:

Ireland also operates a flexible system of foreign tax credits (including pooling) both under its tax treaty network and a system of unilateral credits for non-treaty countries.

A tax credit introduced in the Finance Act 2013 effectively provides a top-up where the actual tax credit available under a tax treaty or unilateral credit provision is insufficient for certain EU dividends.

A public consultation on the introduction of a territorial taxation regime (to include an exemption for foreign dividends) was due to take place in 2019. However, it was decided to wait until there was greater certainty around the international taxation environment before addressing this issue directly.

In general, Irish-source interest is subject to tax at the standard income tax rate of 20%. However, many domestic exemptions exist, including exemptions for interest paid:

Payments made for IP rights are not subject to withholding tax, with the exception of Irish-source patent royalties and certain annual payments (which are subject to a withholding tax of 20%). However, relief under various tax treaties usually reduces the rate to 0%.

In addition to treaty relief, an exemption applies to patent royalties paid by an Irish trading company to most EU or treaty-country resident companies if certain conditions are met, including that the royalties are both:

Ireland does not have thin capitalisation rules. However, Ireland does have limited rules in relation to interest deductibility. For example, interest payments to certain non-EU resident 75% parent companies are treated as distributions, subject to relief under any non-discrimination article in an applicable tax treaty.

It is expected that Ireland will introduce an Interest Limitation Rule (ILR) compliant with the Tax Avoidance Directive with effect from 1 January 2022.

The Finance Act 2018 provided for the introduction of a controlled foreign company (CFC) regime in Ireland as required by the Tax Avoidance Directive, for accounting periods beginning on or after 1 January 2019.

For the purpose of the CFC rules, a company is considered to have control of a subsidiary where (in broad terms) it has direct or indirect ownership of, or entitlement to, more than 50% of the subsidiary's share capital, voting power or distributions. The CFC rules are an anti-abuse measure designed to prevent the diversion of profits to offshore entities (CFCs) in low-tax jurisdictions. The CFC rules operate by attributing certain undistributed income of a CFC (that arises from non-genuine arrangements put in place essentially to avoid tax) to the controlling parent company or connected company in the local state for immediate taxation.

The CFC rules require an analysis as to the extent to which the CFC would hold the assets or bear the risks that it does were it not for the controlling company undertaking the significant people functions (SPFs) in relation to those assets and risks. Where the CFC relies on Irish SPFs to generate its income, no CFC charge will arise if it can be established that the:

In addition, a number of exemptions are provided, subject to certain conditions, including:

Ireland implemented a transfer pricing regime in 2010 based on OECD principles. Changes were made to this regime in Finance Act 2019, to extend this regime to non-trading and certain capital transactions (which were previously excluded) and to incorporate the OECD 2017 Transfer Pricing Guidelines into Irish law. The new regime applies with effect from 1 January 2020. There is a limited exemption for certain non-trading transactions between Irish residents.

The Finance Act 2019 also extended the transfer pricing rules to small- and medium-sized companies. However, this extension has not yet been commenced by the required Ministerial Order.

The taxation of imports and exports depends on whether goods are imported or exported within or outside the EU.

VAT is generally payable on imports. VAT credit is given to registered traders and so VAT is generally ultimately borne by the final consumer. Customs and excise duties are generally levied on imports from outside the EU. The rate of duty depends on the precise nature and circumstances of the import.

The place of supply of certain services is subject to the "reverse charge mechanism". The EU created the concept of reverse charging VAT to simplify trade within the single market. When a transaction is subject to reverse charging, the recipient of the goods or services reports both their purchase (input VAT) and the supplier's sale (output VAT) in their VAT return. The zero rate of VAT applies to exports to a destination outside the EU VAT area.

Ireland has signed comprehensive double tax treaties with 74 countries, of which 73 are in effect, including treaties with all EU member states, the US, China, India and all OECD member countries. Ireland has signed a new double tax treaty with Ghana that has not yet entered into effect. Negotiations for double tax treaties with Kenya, Kosovo, Oman and Uruguay have recently concluded.

Where a double taxation agreement does not exist with a particular country, there are provisions in the Irish Taxes Consolidation Acts 1997 that allow unilateral relief against double taxation in respect of certain types of income.

The Competition and Consumer Protection Commission (CCPC) is the competition enforcement body. The Competition and Consumer Protection Act 2014 (CCPA 2014) came into effect on 31 October 2014. This established the CCPC, which replaced the former Competition Authority and National Consumer Agency. The CCPA 2014 gives the CCPC powers to investigate and enforce suspected infringements of competition law.

Irish competition law is based on EU competition law and is contained in the Competition Acts 2002 to 2017 (Competition Acts). The Competition Acts prohibit:

Infringements of competition law can be challenged under criminal and civil law. In practice, only serious cartel infringements (for example, price-fixing) are criminally prosecuted. The potential criminal sanctions include:

In civil enforcement actions, the CCPC can seek a declaration that an infringement exists, and an injunction to prevent its continuance, but does not currently have the power to:

If the CCPC settles a civil case, the settlement can be made an Order of the High Court.

However, the forthcoming Competition (Amendment) Bill 2021, which transposes Directive (EU) 2019/1 to empower the competition authorities of the Member States (ECN+ Directive) into Irish law, will have a significant impact on the enforcement of competition law in Ireland. The Bill will give the CCPC new powers to issue fines to undertakings for breaches of Irish and EU competition law, including those for anti-competitive arrangements. The CCPC will therefore have the power to enforce competition law more effectively by taking punitive and deterrent measures against undertakings. The scope of reforms to be introduced under Irish law as a result of the ECN+ Directive have not yet been confirmed.

Unilateral conduct is regulated by section 5 of the Competition Acts, which prohibits the abuse of a dominant position by one or more undertakings in a market in Ireland or part of Ireland.

Infringements of section 5 can be challenged under the criminal and civil law. However, in practice, so far actions have only been taken in the civil courts. In a civil action, in addition to declaratory and injunctive relief, the High Court can also impose structural remedies on dominant companies that abuse their dominance. The forthcoming Competition (Amendment) Bill 2021 will have a significant impact on the enforcement of competition law in Ireland, including in relation to abuse of dominance.

Mergers and acquisitions potentially fall under the provisions of either Regulation (EC) 139/2004 on the control of concentrations between undertakings (Merger Regulation) or the Competition Act. Notification depends on the turnover of the undertakings involved.

For the purposes of the Competition Act, a merger or acquisition arises if any of the following events occurs:

"Control" is generally commensurate with the concept of decisive influence under the Merger Regulation, that is, that it gives the acquiring undertaking the ability to affect the strategic commercial direction of the acquired undertaking or assets that constitute a business.

A merger or acquisition is notifiable to the CCPC if the following thresholds are met in the most recent financial year of each undertaking involved:

Foreign-to-foreign acquisitions are subject to the notification requirements if the parties meet the thresholds, regardless of where they are domiciled. On notification, the CCPC will consider whether the merger should be allowed to proceed.

A special regime for media mergers applies under the CCPA 2014. A media merger arises where at least two of the undertakings involved carry on a media business, at least one of which is carried on in Ireland. All media mergers are notifiable to the CCPC and, if approved subsequently by the CCPC, to the Minister for Media, Tourism, Arts, Culture, Sport and the Minister for Media (Gaeltacht), irrespective of financial thresholds. In addition, a notification of such a media merger must be made to the Minister for Media even if the transaction is otherwise notifiable to the European Commission under the EU merger control regime.

Bribery and corruption in Ireland are primarily regulated by the Criminal Justice (Corruption Offences) Act 2018, which was commenced in July 2018 and repealed the preceding regulations. Bribery also remains an offence at common law. Individuals and companies can be liable under the 2018 Act, which sets out offences for, among other things:

Additional bribery and corruption offences are set out in the Criminal Justice Act 2011 and the Proceeds of Crime Acts 1996 to 2016.

The Regulation of Lobbying Act 2015 sets out requirements for designated public officials and those who engage in lobbying activities to increase transparency in lobbying. The Ethics in Public Office Acts 1995 and the Standards in Public Office Act 2001 regulate the conduct of parliamentarians and designated public servants, and are overseen by the Standards in Public Office Commission.

Definition and Legal Requirements. For an invention to be patentable, it must:

The patent owner can prevent direct or prevent the exploitation of their patented invention by third parties without their consent.

Registration. The Controller of Patents, Designs and Trade Marks at the Irish Patents Office (IPO) grants patents. The procedure is by submission of an application, and the fees vary depending on the type of application made.

Enforcement and Remedies. The patent owner can enforce their patents rights in court. Remedies include obtaining:

Length of Protection. A patent can be granted for a full term of 20 years. It is possible to obtain a short-term patent for a period of ten years. There is a lower inventiveness threshold for obtaining a short-term patent.

Unified EU Patent. In the coming years, it will be possible to apply for a unitary patent in the EU. Instead of offering a patchwork of protection, as is the current situation, the Act Revising the European Patent Convention 2000 (Munich EPC Act) will offer blanket patent protection across the EU with access to a unified patent court. The EU regulations that establish the Unitary Patent System entered into force on 20 January 2013 but will only apply as from the date the UPC Agreement enters into force, with the new unitary patent court opening its doors four months after that. The UPC preparatory committee has stated it expects a "fully functioning UPC" towards the end of 2022 or early 2023.

Definition and Legal Requirements. Trade marks are defined by the Trade Marks Act 1996 as any sign capable of both:

Protection. Protection for an Irish trade mark is obtained by application for registration at the IPO. An EU trade mark (EUTM) provides EU-wide protection. EUTMs can be registered with the EU Intellectual Property Office in Spain.

Enforcement and Remedies. These are the same as for patents (see above, Patents), except that a declaration is not an available remedy for trade mark infringement. In addition, under the European Union (Trade Mark) Regulations 2018, the owner of a trade mark can apply for orders preventing preparatory infringing acts such as affixing a mark to packaging or for the seizure of infringing goods passing through Ireland.

Length of Protection and Renewability. Protection lasts for ten years and is indefinitely renewable for ten-year periods, subject to the payment of fees.

Definition. A "design" means the appearance of the whole or a part of a product resulting from the following features of the product itself or its ornamentation:

To be registrable, a design must be new and have individual character. The owner of the design has a legal monopoly on the use of the design and can assert their rights against any third party who undertakes any act that uses the design, regardless of the third party's intent.

Registration. An Irish registered design right is obtained by registration at the IPO and is accessible in the office's electronic register and database created under the Industrial Designs Act 2001. Design registrations made under the Industrial and Commercial Property (Protection) Act 1927 are only searchable in the office's paper-based register. Community designs are registered with the European Union Intellectual Property Office (Trade Marks and Designs).

Enforcement and Remedies. The design owner can enforce the right in court. Remedies include damages, an injunction and an account of profits.

Length of Protection and Renewability. Protection lasts for five years, renewable for successive five-year periods (up to a total of 25 years).

Definition and Legal Requirements. Novel unregistered designs are protected by Regulation (EC) 6/2002 on Community designs (Community Designs Regulation). For protection, the unregistered design must have been made available to the public after 6 March 2002. Protection is limited to the prevention of the intentional copying of the design.

Enforcement and Remedies. The owner of an unregistered design can enforce the right in court against any third party who undertakes any act that amounts to intentional copying of the design. There is a presumption of validity for designs made available to the public after 6 March 2002.

Length of Protection. Protection lasts for three years from the date on which the design was first made available to the public within the EU.

Definition and Legal Requirements. Copyright subsists in:

Protection. To obtain protection, the work must be original. The protection only applies to works, and not ideas. The right subsists automatically on creation, as soon as the idea is fixed, for example, on paper, film or other mixed mediums such as CD-ROM, DVD or on the internet. Registration is not required. The copyright owner is granted the following:

An infringement occurs where an unauthorised party undertakes any of these acts or authorises a third party to undertake the acts without the permission of the copyright owner. The copyright owner has the exclusive right to either prohibit or authorise others to:

Enforcement and Remedies. The copyright owner can enforce the right in court. Remedies include:

Length of Protection and Renewability. Copyright in literary, dramatic, musical and artistic works lasts for the lifetime of the author plus 70 years. Protection in a film expires 70 years after the death of the last of the following people:

Copyright in a musical composition with words expires 70 years after the death of either the author of the musical composition or the author of the words of the musical composition, whichever death is later. Copyright in a sound recording generally lasts for 50 years after it is made or made available (if it is made available during these 50 years). If a sound recording was created on or after 1 November 2013, the term of protection is 70 years after the sound recording is made. Copyright in a broadcast expires 50 years after the broadcast is first transmitted. Protection in a computer-generated work expires 70 years after the date on which the work is first made lawfully available to the public. Copyright in an original database lasts for 15 years from the end of the calendar year in which the database was completed.

The European Union (Protection of Trade Secrets) Regulations 2018 were implemented in Ireland on 9 June 2018. The Regulations implement Directive 2016/943/EU on the protection of undisclosed know-how and business information against their unlawful acquisition, use and disclosure (Trade Secrets Directive), and provide for civil redress measures and remedies for the unlawful acquisition, use or disclosure of trade secrets.

A trade secret is defined in the Trade Secrets Directive as information that:

Court Proceedings. The Regulations provide that if someone unlawfully acquires, uses or discloses trade secrets, the affected party can issue legal proceedings in the District, Circuit or High Court (depending on the value of the claim) within six years.

The court has powers to make various orders, including:

The court can order that those involved in the legal proceedings cannot use or disclose any alleged trade secret of which they become aware as a result of their involvement in the proceedings. However, the order will cease to have effect if the court determines that the alleged trade secret is not in fact a trade secret within the terms of the Trade Secrets Directive or if the information becomes generally known or readily accessible.

The court can also restrict access to:

This is similar to the setting up of a confidentiality club or ring in commercial proceedings between business competitors.

Breach of Confidence. A party may also have a claim under the common law for breach of confidence. Confidential information is information communicated in circumstances importing an obligation of confidence (for example, in the course of employment). Until the introduction of statutory trade secret protection, trade secrets were only protected through the common law action of breach of confidence or under contract. Whether the protection arises in these circumstances depends on the type of information imparted. The information must have the necessary quality of confidence and have been imparted in circumstances that imposed an obligation of confidentiality on the other person. The right is enforced by an action for breach of confidence, either under contract or tort law. Protection lasts for as long as the information remains confidential and there is a legitimate interest that requires protection. A party alleging a breach of confidence must be able to show that the other person used the information in a manner that was not intended or authorised by the owner.

There are no particular steps or registration formalities required to conclude a marketing agreement with a local representative in Ireland and there are no particular nationality restrictions for local representatives, provided that they are lawfully resident in Ireland.

Commercial agency is regulated by the European Communities (Commercial Agents) Regulations 1994 and 1997. Agency agreements must be evidenced in writing. The Regulations contain certain mandatory provisions that afford protections for commercial agents, in particular a right to compensation on the termination of the agency relationship.

Distribution agreements are a type of contract for sale. Therefore, distributors have duties as suppliers under the Sale of Goods Act 1893, as amended by the Sale of Goods and Supply of Services Act 1980.

There is no single statute or code in Ireland that governs the law as it relates to franchising. The law of franchising is mainly governed by the ordinary principles of contract law, IP law and competition law.

There are non-binding codes of conduct that can be used as guidance, such as the Irish Franchise Association Code of Ethical Conduct, which is based on the European Code of Ethics for Franchising.

Unlike commercial agency, there is no mandatory entitlement under Irish law for a local franchisee or distributor to claim compensation for the termination of or failure to renew the marketing agreement.

Distribution and franchising agreements are forms of vertical agreements or practices between undertakings and are therefore subject to European and Irish competition law, which can prohibit such agreements. In relation to this, the European Commission has:

An agreement that complies with the requirements set out in the block exemption falls outside the prohibition on vertical agreements under EU law. Similarly, the CCPC in Ireland has adopted a Declaration in respect of Vertical Agreements and Concerted Practices (D/10/001) (2010 Declaration), which is updated from time to time. Vertical restraints that satisfy the conditions in the 2010 Declaration benefit from a presumption of legality. Exclusive and selected distribution agreements may be compatible with competition law under the block exemption and the 2010 Declaration, if they do not include certain excluded or "blacklisted" clauses.

The primary Irish laws governing e-commerce are derived from EU directives and are layered on top of existing Irish consumer rights law and contract law. The legislation includes the:

In addition to the information requirements set out in the Consumer Rights Regulations and the E-Commerce Regulations, the Companies Act 2014 requires certain corporate details of a company (such as company name, place of registration and registered address) to be displayed on a website of a company registered in Ireland.

The E-Commerce Act provides for the legal recognition of electronic communications and information, as well as of contracts in electronic form, subject to limited exceptions. Section 19 of the E-Commerce Act expressly provides that, subject to limited exceptions, contracts can be concluded electronically, and an offer and acceptance can be communicated electronically unless otherwise agreed by the parties. The E-Commerce Act also provides for the accreditation, supervision and liability of certification service providers and the registration of domain names.

The E-Commerce Act and Regulation (EU) 910/2014 on electronic identification and trust services for electronic transactions in the internal market (Electronic Identification Regulation) together govern electronic signatures in Ireland. Section 13 of the E-Commerce Act permits the use of e-signatures generally, and Article 25(1) of the Electronic Identification Regulation sets out that an e-signature must not be denied legal effect/admissibility purely because it is electronic. Both the E-Commerce Act and the Electronic Identification Regulation are technologically neutral and do not prescribe any particular form of technology that must be used in an electronic signature.

In May 2021, the Department of Enterprise, Trade and Employment opened a consultation on a scheme under the Consumer Rights Bill 2021 that aims to consolidate and update the legislative provisions that regulate the main types of consumer contract. The scheme gives effect to:

In Ireland, the rules regarding the delivery of unsolicited communications using electronic communication services are contained in the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications Regulations) 2011 (ePrivacy Regulations). These rules vary according to the communication method used and the intended recipient. However, the general rule is that such unsolicited direct marketing communications cannot be sent unless the recipient consents.

EU regulations of particular relevance to e-commerce and that are directly applicable in Ireland include:

The P2B Regulation applies to providers of online services that facilitate direct transactions between businesses and EU consumers. This includes all online intermediary service providers (OIPs) and online search engines with business users located in the EU that conduct business with consumers in the EU. It is not necessary for the OIPs themselves to be established in the EU. The P2B Regulation places obligations on such online platforms in relation to:

For example, online platforms' terms and conditions must include a description of any differentiated treatment given to goods and services they offer themselves (or by professional users they control), compared to the treatment they give to goods and services offered by other professional users.

The CCPC has carried out an investigation into the pricing practices of online travel agents. The CCPC was concerned that an online travel agent's use of most favoured nation clauses risked infringing both Irish and EU competition law. The CCPC closed its investigation subject to legally binding commitments in 2015.

Advertising in Ireland is regulated through:

In addition, the advertising of the following products and services (including online) are subject to specific control in Ireland under statutory law or industry codes (or both):

Direct marketing in Ireland is regulated by the:

Data controllers must comply with the provisions of the GDPR (such as by ensuring they have a lawful basis for processing personal data under the GDPR) and comply with the direct marketing rules under the ePrivacy Regulations. The applicable rules under the ePrivacy Regulations on direct marketing differ depending on the nature of the recipient (business or consumer) and the means of communication used (such as telephone or email).

The Consumer Protection Act 2007, as amended (Consumer Protection Act) applies to commercial practices in business-to-consumer transactions. It prohibits unfair, misleading or aggressive commercial practices. A commercial practice is misleading if it includes the provision of false information in relation to a range of factors (such as the existence, nature, characteristics or price of the product) if that information would be likely to cause the average consumer to make a transactional decision that they would not otherwise make. The Consumer Protection Act lists a wide range of behaviours that are considered to be unfair, misleading, aggressive or otherwise prohibited. For example, this includes making a representation that a product is free when a consumer must pay more than the necessary and reasonable cost of responding to the representation, collecting the product or having it delivered.

Gaming and lotteries in Ireland (aside from the National Lottery) are governed primarily by the Gaming and Lotteries Act 1956 as amended. The term "lotteries" is broadly defined in this legislation and can extend to prize competitions. Promoting lotteries is generally prohibited without a lottery permit or licence, with the exception of promotional prize draws or small charitable lotteries.

The ASAI maintains a Code of Conduct of Standards for Advertising and Marketing Communications that applies to all advertising generally. The Code contains a number of provisions regulating various forms of promotion, including:

Other legislation imposes sector-specific requirements on promotional offers (such as for grocery goods, alcohol and cosmetic products, among others).

Data protection is regulated primarily by the:

These data protection provisions are enforced and administered by the Data Protection Commission.

The data protection regime was dramatically changed by the GDPR, which entered into force on 25 May 2018. The GDPR changed the previous definition of consent (it is now harder to obtain consent) and contains the potential for large fines of up to 4% of annual turnover or EUR20 million, whichever is higher.

The Data Protection Acts clarify the position in relation to Irish law derogations under the GDPR.

Data protection is also impacted by the:

Product safety liability can arise under the following:

Statutory Test. A producer is liable for damages in tort for injury resulting wholly or partly from a defect in their product. This is a strict liability regime. The burden is on the injured person to prove the damage, defect and causal relationship between the defect and damage. A product is defective if it fails to provide the safety that a person is entitled to expect taking all circumstances into account.

Negligence. For an action against the manufacturer or producer of a product to be made in negligence, there must be:

The burden of proof rests on the claimant, and the standard of proof is the balance of probabilities.

Under the LDP Act, a producer is liable for damages caused wholly or partly by a defect in their products. If a producer cannot be identified, subject to certain conditions, suppliers may be held liable given the broad definition of "producer" in the LDP Act. The GPS Regulations give rise to potential criminal liability for producers who place an unsafe product on the market.

The limitation period in Ireland for personal injury claims is two years from the date of accrual of the action or the date on which the claimant became aware of the accrual of the action, whichever is later. However, the LDP Act provides for a three-year limitation period for defective product claims, which runs from the date on which a claimant became aware (or should reasonably have become aware) of the damage. This is subject to a long-stop provision under which a claimant's rights are extinguished on the expiry of ten years from the date on which the producer put into circulation the actual product that caused the damage, unless they have instituted proceedings against the producer in the meantime.

Contract claims can be made within six years from the date the breach of contract occurred.

Main activities. This is the main regulator, with compliance and enforcement responsibilities for credit institutions, retail credit firms, investment firms and other financial services providers.

Main activities. The CRO is the central repository of public statutory information on Irish companies and business names. It has responsibility for:

Main activities. The CPPC is responsible for:

Main activities. The EPA is responsible for:

Main activities. The Revenue Commissioners have responsibility for collecting taxes and duties and implementing customs controls.

There is nothing else relevant that is important relating to doing business in Ireland.