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1
IRELAND
AS A BUSINESS
LOCATION
Your guide to doing business
and investing in Ireland.
www.lkshields.ie
1
Contents
Why Ireland 										2
Getting Started 									3
Taxation 										5
Investment Incentives 								8
Financial Services 									9
Technology and Intellectual Property 						11
Employment 										12
Data Privacy 										14
Real Estate 										15
Further Information									16
2
Why Ireland?
Ireland is ranked as the most successful country in the world at attracting foreign
direct investment 1
and over 1200 international companies have chosen to base
their EMEA operations in Ireland.
The only English speaking member of the
Eurozone with access to 500 million consumers
Stable corporation tax rate of 12.5 % and
double taxation treaties with 72 countries
Generous R&D tax credits
of up to 25%
A straightforward and business friendly environment, ranked as the
4th best country in the world for business 2
The first OECD-compliant Knowledge Development Box which can
result a 6.25% corporate tax rate on qualifying profits.
A highly educated, English speaking workforce which is the
youngest in Europe and ranked 1st in the world for the flexibility
and adaptability 3
A wide variety of incentives for inward investors
1
IBM 2015 Global Locations Trends Report
2
Forbes Best Country for Business Report 2015
3
IMD World Competitiveness Yearbook 2014
3
Getting Started
Quick and straightforward to incorporate a
new company or register a branch
No minimum capital
requirements
No requirement for shareholders
or officers to be Irish
Transparent corporate
governance regime
INTRODUCTION
Inward investors into Ireland use a variety of structures to enter the Irish market.
The right structure will depend on factors such as the specific sector, business
product, service and the extent to which a local presence is required. Examples
include:
•	 Trading through a private limited liability company;
•	 Setting up an Irish registered branch office;
•	 Acquiring an existing business in Ireland;
•	 Using a joint venture with a third party; and/or
•	 Entering into partnership with another business.
The two entities most often used by inward investors setting up in Ireland are
the limited liability company or a registered branch office. Most inward investors
chose a limited company which is usually set up as a wholly owned subsidiary of
the inward investor parent company.
QUICK AND EASY INCORPORATION
Incorporating new Irish companies or registering a branch for a non-Irish
company is a straightforward and quick process. Limited liability companies can
be established within five working days.
FLEXIBLE FINANCING
Irish companies can be financed by way of debt, subscription for shares, and, in
certain circumstances, contribution of capital without an issue of shares. There is
no restriction on the size of share capital or the currency in which the share capital
is denominated.
COMPANY OFFICERS
Irish companies are required to have at least one director who is resident in the
EEA or to have put in place an insurance bond to the value of €25,395. A corporate
entity can act as a company secretary but a director must be a natural person.
4
STRAIGHTFORWARD SHAREHOLDER REQUIREMENTS
Shareholders are not required to be Irish and may be corporate entities or
individuals. A private limited company must have at least one shareholder and
cannot have more than 149 shareholders.
BANK ACCOUNTS
Unlike many other European countries, it is not necessary to establish a bank
account before registering an entity in Ireland.
TRANSPARENT CORPORATE GOVERNANCE
The day-to-day management of an Irish company is normally carried out by its
board of directors. Directors have a wide range of responsibilities under Irish
law. Further guidance is available from the Office of the Director of Corporate
Enforcement at www.ocde.ie.
AUDITORS AND ACCOUNTS REQUIREMENTS
All Irish companies, except certain small companies, must appoint an auditor and
Irish companies and branches registered in Ireland are required to publicly file
accounts.
REGISTERED BRANCHES
As an alternative to incorporating a new Irish company, a registered branch
operation can be easily established and enjoys relatively discrete ongoing filing
requirements. Often a registered branch is seen as a “lighter” form of entry into
the Irish market, with lower regulatory requirements and maintenance costs than
a limited company. This can be an attractive option for inward investors who want
to take a tentative first step into the Irish market or where the levels of activity in
Ireland are likely to remain limited.
IMMIGRATION
If the business is considering sending an employee to Ireland to work, it is
important to obtain immigration advice before registering an Irish entity. Please
see the Employment section of this guide for further details.
IRELAND AS A GLOBAL BUSINESS CENTRE
The ease of establishing a business presence in Ireland is just one of the reasons
that it has been chosen by:
9 of the top 10 global
software companies
13 of the world’s top
15 medical technology
companies
15 of the world’s top
25 financial services
companies
9 of the world’s top 10
pharma companies
14 of the top 15 global
aviation lessors
All 10 of the world’s top
10 ‘born on the internet’
companies
5
Taxation
Attractive holding company location
with tax treaties with 72 countries
Effective zero tax rate for foreign
dividends
Income tax relief for
foreign employees
12.5% corporation tax, one of the EU’s
lowest
25% Research & Development tax credit
6.25% preferential tax rate on income arising from intellectual
property with the Knowledge Development Box
INTRODUCTION
Ireland enjoys a transparent and business-friendly tax environment centred around
its attractive and stable corporation tax rate, generous tax credits for research and
development and innovative reliefs on activities involving intellectual property.
COMPETITIVE AND STABLE CORPORATION TAX RATE
Ireland’s corporate tax rate of 12.5% on trading income is one of the lowest
“onshore” corporate tax rates in the world. The 12.5% tax rate is applicable to
trading income in general and is not an incentive rate.
Irish tax resident companies are liable to tax on their worldwide income and gains
while foreign branches are liable on their Irish source income.
Corporation tax at the rate of 25% applies to investment income, certain land
dealing activities as well oil, gas and mineral exploitation.
ATTRACTIVE LOCATION FOR HOLDING COMPANIES
Irish located holding companies may avail of numerous incentives including:
1.	 Capital gains tax participation exemption on disposals of companies
(shareholding of 5% or more) that are trading and tax resident in an EU or tax
treaty country.
2.	 Effective tax exemption for foreign dividends through “onshore pooling” which
enables foreign tax credits to be mixed so that no additional Irish tax may arise.
Unused foreign tax credits may also be carried forward.
3.	 No withholding tax on outward bound dividends and interest paid to EU
member states and most tax treaty countries.
4.	 Ireland’s extensive double taxation treaty network with 72 countries.
5.	 No controlled foreign corporation rules.
12.5%corporate tax
rate in Ireland
Ireland 12.5%
Singapore 17%
UK 21%
Netherlands 25%
China 25%
Germany 29.58%
USA 40%
6
TIEAsDouble taxation treaty
with Ireland
RESEARCH AND DEVELOPMENT (R&D) TAX CREDIT
Ireland’s R&D tax credit scheme allows qualifying R&D expenditure to generate a
25% tax credit for offset against corporation tax or it can be refunded in cash. This
is in addition to the normal tax deduction at 12.5%.
The R&D tax credit is available to Irish resident companies and branches on the
cost of in-house qualifying R&D undertaken within the European Economic Area
(EEA), provided that such expenditure is not otherwise eligible for tax benefits
elsewhere in the EEA.
A company may surrender some, or all, of its R&D credits to key employees
working in R&D, so that they reduce their income tax payable.
TAX RELIEFS ON INTELLECTUAL PROPERTY
Capital expenditure on the acquisition of intangible assets may be written off over
the life of the asset or fifteen years (whichever is shorter). The relief is provided
by allowing the accounting amortisation of the asset as a tax deduction against
trading income from the management, development or exploitation of the
intangible asset concerned.
7
KNOWLEDGE DEVELOPMENT BOX
Ireland has introduced the first OECD-compliant Knowledge Development Box.
In brief, where a company qualifies for the Knowledge Development Box relief,
it is entitled to a 50% allowance on its qualifying profits which, in effect, results
in a 6.25% corporate tax rate on those qualifying profits. With proper planning,
the Knowledge Development Box relief can be of great benefit to multinational
enterprises.
PERSONAL TAXES
Where income is earned under a foreign employment contract, such income will
be liable to Irish tax to the extent attributable to duties undertaken in Ireland.
Foreign executives may reduce their Irish tax liabilities through numerous
exemptions and reliefs including the remittance basis of taxation which can be
used to limit an executive’s Irish tax liability to Irish source income and remitted
income (foreign income and gains brought into Ireland). Advance structuring can
greatly reduce the remitted income that is liable to tax in Ireland.
The Special Assignee Relief Programme (SARP) provides income tax relief to
qualifying employees by allowing them to have a portion of their employment
income not liable to income tax in Ireland. Transferred employees arriving
between 2015 and 2017 may elect to have 30% of their employment income and
benefits exceeding €75,000 not liable to Irish income tax. Additionally, employees
who qualify for SARP may also receive, free of tax, specific expenses for travel and
costs associated with the education of their children in Ireland.
The employee must have been employed by their employer for at least six
months before arriving in Ireland. SARP may be claimed for a maximum of
five consecutive years. An employer, for SARP purposes, is a company that is
incorporated and tax resident in a country with which Ireland has a double tax
treaty or a tax information exchange agreement.
8
Investment Incentives
Ireland is ranked first in the world for the attractiveness of its investment
incentives4
for inward investors with a wide variety of programs available from
numerous state agencies.
IDA Ireland is charged with securing inward
investment into Ireland. IDA grant aids are
available for inward investors including capital
grants, R&D grants and employment grants. It
should be one of the first points of contact for
inward investors. For further information, visit
www.idaireland.com
Údarás na Gaeltachta encourages investment in
the Irish speaking areas of Ireland through a range
of incentives for new and existing enterprises. For
further information, visit www.udaras.ie
Techlife is a state-led initiative to attract up to
3,000 top technology professionals to Ireland
each year. For further information, visit www.
techlifeireland.com
Connect Ireland is a scheme to attract small
businesses to Ireland. For further information,
visit www.connectireland.com
InterTradeIreland, a cross-border trade and
business development body, runs a programme
called ‘Elevate’ to assist with sales development
by providing financial or mentoring assistance to
help identify cross- border markets or customers,
and win new business throughout Ireland and
Northern Ireland. For further information visit
www.intertadeireland.com
4
IMD World Competitiveness Yearbook 2014
9
Financial Services and
Investment Funds
Ireland is a global centre for financial services and investment funds. Over EUR
3.2 trillion of investment fund assets are under administration in Ireland which
is also the location of choice for over 1,100 fund promoters, many international
insurance providers and over eighty international banks.
Access to EU markets for regulated UCITS funds through the EU
passporting regime
World leader in aircraft leasing with fourteen of the world’s fifteen
largest aircraft lessors located in Ireland
International hub for insurance and re-insurance with a gross roll up
system avoiding tax charges during the life of insurance policies
Global centre for alternative investment funds
REGULATED FUNDS AND EU PASSPORTING
The majority of Irish regulated funds are Undertakings for Collective Investment
in Transferable Securities (UCITS) funds which are open-ended retail investment
vehicles investing in transferable securities and other liquid financial securities.
UCITS funds may avail of a “single passport” throughout the EU and once
established and regulated in Ireland, UCITS funds may be marketed and sold
to the public in all EU member states, provided it complies with the applicable
investment and borrowing requirements.
The non-UCITS regime is designed for funds which employ more complex
investment strategies and which primarily target sophisticated investors.
WORLD LEADER IN ALTERNATIVE INVESTMENT FUNDS
Ireland is seen as a global centre for alternative investment funds (AIF). The
principal type of AIF in Ireland is the Qualified Investor Alternative Investment
Funds (QIAIF).
QIAIFs offer flexibility for alternative investments such as infrastructure funds,
hedge funds, private equity funds and REITs and are only open to certain investors.
GLOBAL CENTRE FOR AVIATION FINANCE
Over 50% of all of the world’s commercially leased aircraft are owned or managed
from Ireland with fourteen of the top fifteen lessors by fleet size being located in
Ireland5
. No transfer taxes apply to the transfer of ownership of aircraft and aircraft
lessors typically enjoy full recovery of VAT on costs associated with aircraft leasing.
10
INSURANCE AND REINSURANCE
A considerable number of the world’s leading insurance and reinsurance providers
have selected Ireland as their global headquarters.
Ireland is a particularly attractive location for life insurance companies due to its
gross roll up system which enables policyholders’ investments to grow tax-free
throughout the term of the investment with a tax charge (a rate of 41%) only
arising when payment is made to the policyholder. Exemptions to the tax charge
are available where the policyholder is not resident in Ireland.
SECURITISATION AND STRUCTURED FINANCE
Ireland offers favourable tax treatment for qualifying special purpose companies
(SPCs) which hold and/or manage or have an interest in, a wide range of
qualifying assets. This enables the establishment of an effectively tax-netural,
onshore, EU member SPC which can benefit from Ireland’s extensive tax treaty
network to minimise withholding tax leakage.
ONGOING STATE COMMITMENT TO THE FINANCIAL SERVICES
INDUSTRY
As part of its International Financial Services 2020 Strategy, the Irish Government
is committed to creating 10,000 new jobs in the international financial services
sector by 2020.
SUCCESSFUL REIT REGIME
Ireland introduced Real Estate Investment Trust (REIT) legislation in 2013 and
there are currently three Irish-listed REITs operating in the commercial property
and residential property sectors.
5
IDA Ireland
11
Technology and Intellectual
Property
Ireland is a world renowned business centre for technology businesses and for
businesses with significant intellectual property rights (IP) assets. It is the EMEA
location of choice for major digital services and content providers such as Google,
Facebook, Twitter and Linkedin.
A supportive legal and business ecosystem for the creation and
exploitation of IP and technology
A favourable culture and regulatory regime for growing start- ups
focused on science, research, IP and technology
A young and skilled workforce ensures favourable conditions for
investment in IP and technology intensive businesses
Technology, science and IP are focused on in government policies
as areas to be supported fiscally
INTELLECTUAL PROPERTY
Ireland’s IP regime recognises and creates rights of copyright, databases, patents,
designs, trademarks and plant varieties. Confidential information, know-how and
trade secrets are respected and protected by Irish law. IP disputes automatically
qualify to be heard in the “fast track” commercial division of the Irish High Court,
to facilitate their prompt resolution.
Due to Ireland’s stable legal environment, favourable corporation tax rate and IP-
specific tax incentives, many international corporations chose to locate their IP
assets in Ireland and use Ireland as a base to licence IP assets.
ECOMMERCE
Ireland has been recognised as a global digital hub for many years. Local and
international businesses use Ireland as a platform from which to trade throughout
the world.
Ireland has enacted the EU Distance Selling Regulations which deal specifically
with off premises contracts, distance selling and contracts concluded electronically.
Online traders or those concluding contracts which are off-premises contracts
are required to provide certain information to their customers and are subject to
certain obligations in relation to the cancellation and return of products as well as
“cooling-off” periods.
ELECTRONIC COMMUNICATIONS
The Commission for Communications Regulation regulates the Irish electronic
communications sector. The Irish telecommunications market is open to the
introduction of new services, including licences to provide wireless broadband
12
access which is available throughout Ireland. The Irish Government is actively
involved with service providers to ensure that areas where wireless access is less
commercially viable, are covered with the necessary services.
The Irish mobile communications industry continues to expand, in turn
supporting growth and innovation within the technology sector in Ireland. Digital
services and content providers are experiencing continued growth, particularly in
Dublin which is a hub for Irish and international businesses operating globally.
CLOUD COMPUTING
Ireland continues to be the foremost platform from which many companies carry
out their cloud-based businesses for Europe. Many internationally recognised
businesses such as Google, Yahoo!, Facebook and Amazon, have chosen to locate
their data centres in Ireland, through which much of their data traffic and the
hosting of most other services for Europe, takes place.
The advantages afforded by high speed fibre optic networks, reasonable energy
rates, a temperate climate (which provides a suitably cool atmosphere for the
operation of these centres) and Ireland’s political and geological stability makes it
an ideal headquarters for datacentres.
13
Employment
EEA citizens may work and live freely in Ireland and an efficient work permit
regime allows for the transfer of non-EEA employees to Ireland. Irish law grants
a range of protections to employees but is often considered a more flexible and
employer-friendly than most other European countries.
EEA and Swiss nationals may work freely in Ireland
Flexible and well established processes for transfer of non-EU
employees to Irish operations
Business-friendly legal regime without works councils and minimal
obligations to consult employees
No obligation on employers to make pension contributions
Ireland is ranked first in the world for the flexibility and adaptability
of its workforce and availability of senior management talent6
TRANSFER OF EMPLOYEES TO IRELAND
EEA and Swiss nationals may work and reside freely in Ireland provided they first
obtain an Irish public insurance number.
Most non-EEA nationals require employment permits to work in Ireland. Various
types of employment permit are available and, in most cases, a fee of EUR1,100
is payable for an application for a two year permit. Applications can take several
months to process and applications should be prepared well in advance of an
anticipated start date. Employees who work under an employment permit in
Ireland are covered by Irish employment law.
Subject to certain qualifying criteria, companies may avail of intra company
transfer permits to transfer existing employees to their Irish operations. Employers
may also wish to develop a secondment policy to facilitate the temporary transfer
of employees to their Irish operations.
Immigration rules are subject to change, often at short notice and so it is always
advisable to obtain specific immigration advice at an early stage.
6
IMD World Competitiveness Yearbook 2014
14
MANDATORY EMPLOYEE PROTECTIONS
In most cases, the employment relationship in Ireland is governed by an
employment contract which includes terms automatically incorporated by Irish
law such as:
•	 The national minimum wage;
•	 Certain minimum notice periods;
•	 A maximum working time allowance;
•	 A minimum annual leave entitlement of twenty days a year; and
•	 Unpaid maternity leave, parental leave, adoptive leave.
Employers are required to have policies and procedures in place to address issues
such as grievances and disciplinary procedures.
MINIMAL PENSIONS OBLIGATIONS
At a minimum, employers are required to provide access to a Personal Retirement
Savings Account (PRSA) but there is no requirement for the employer to contribute
to a PRSA or other pension-type scheme.
AUTOMATIC TRANSFER OF EMPLOYEES
On the purchase and transfer of a business (or part of a business) by asset transfer
and in certain other situations, the contracts of employment of the employees
working in that business transfer automatically to the buyer, as if it had been the
employer all along. All existing terms and conditions need to be honoured with
the exception of certain occupational pension obligations.
The rules relating to such automatic transfers are covered by Irish legislation
derived from EU law and so if acquiring business or assets, or outsourcing/
insourcing, in Ireland or elsewhere in the EU, local advice should first be obtained.
DATA PRIVACY CONSIDERATIONS
Any information which is collected, processed and/or retained by an employer on
its employees is protected by the Data Protection Acts and employers must ensure
that it is held in a safe and secure manner and processed in accordance with the
Data Protection Acts.
in the world
for people’s
flexibility and
adaptability of
workforce
in Europe for
completion
of third level
education
in the world for
the availability
of skilled
people
15
Data Privacy
Data privacy is relevant to all businesses in Ireland that process personal data
relating to living individuals and so will be an important consideration for inward
investors.
IRELAND’S DATA PROTECTION REGIME
Data Privacy in Ireland is primarily governed by the Data Protection Acts 1988
and 2003 which implement EU laws. The regulator in Ireland generally focuses on
securing compliance, and tends to provide for improving data privacy rather than
levying large fines and issuing decisions against data controllers as a matter of
course. In this, Ireland’s approach differs from that of some other EU jurisdictions.
The transfer of data from Ireland to locations outside of the European Economic
Area is also subject to Irish and EU law.
DATA CONTROLLERS
Where personal data is processed by a data controller established in Ireland,
in most cases, Irish law will apply. A data controller is the legal entity which
controls personal information on computers or in structured manual files. All data
controllers must comply with specific obligations under Irish law about how they
collect and use personal information.
Certain types of data controllers, including financial institutions must register
annually with the Data Protection Commissioner, Ireland’s regulatory authority
responsible for data protection matters.
There are eight fundamental rules that all data controllers must comply with. In
particular data controllers are required to process personal data fairly and lawfully.
Data controllers are also responsible for ensuring their employees, contractors and
third parties that process data on their behalf comply with Irish law and honour
the rights of the persons whose data is being processed.
TRANSPARENCY
Data controllers must ensure that, when processing personal data, whether
related to their employees, customers or other parties that they comply with the
transparency requirements under Irish Law. Each data controller should ensure
that transparent and easily accessible data privacy policies are in place.
Employees must be informed of the existence of any monitoring of their activities
and of the purposes for which they are monitored. Individuals must be informed
of their entitlement to obtain a copy of personal information data controller’s hold
about them. This right of access is subject to a number of exceptions under Irish
data protection laws.
16
Real Estate
An inward investor’s property requirement is often its most significant overhead.
Ireland offers inward investors well-established and straightforward processes for
the rental or acquisition of real estate.
Plentiful supply of high quality commercial
real estate available to lease
IDA Ireland can assist inward
investors in finding real estate
Well established process for the
acquisition of real estate
Transparent regimes for the planning and
development of real estate
LEASING A PROPERTY
Most inward investors will decide not to tie up capital and will look to occupy
premises on a leasehold basis (especially when initially setting up in Ireland). For
inward investors, the form of lease and their covenant strength as a tenant will
largely determine the commercial terms of the lease.
TERM OF LEASE
Inward investors should consider how long a term of lease they are prepared to
take. Commercial leases in Ireland are normally for terms between five and twenty
years. There is no automatic right to “break” the lease and rent reviews normally
take place once every five years. The break date could be one or more fixed dates,
or a rolling break exercisable at any point after a date specified in the lease.
PRINCIPAL RENT
Inward investors in the retail sector may also benefit from “turnover rent”. It may
also be possible to negotiate a rent which includes a service charge and insurance
rent so as to have certainty on the exact amounts payable each year.
RENT REVIEW
The frequency of rent reviews for commercial leases in Ireland is typically every
five years. Rent in Ireland may be revised upwards or downwards in accordance
with the open market.
INCENTIVES
Landlords may incentivise inward investors to take a lease, for example by offering
a rent-free period or a contribution towards fitting out a leased property.
17
SERVICE CHARGE
If an inward investor takes a lease of a premises which forms part of a
larger building, it is likely that service charges will be payable to cover
items such as maintenance and repair of the building or the provision
of facilities. Such charges can be costly and it is important to get an idea
from the landlord at an early stage on the likely level of such costs and to
agree a cap.
FULL REPAIRING LEASE
Most Irish leases require the tenant to put (and keep) the leased premises
in a full state of repair and good condition. Whilst these obligations
may vary in strength, they can result in material liabilities which could
include costs for removing any improvements the tenant makes to the
premises.
TAX ON LEASED REAL ESTATE
Stamp duty (at a rate of 1% of the annual rent) is payable by a tenant
upon the granting of the lease. There may be VAT payable on rent (at a
rate of 23%) on commercial leases. VAT registered entities can reclaim
VAT paid.
PURCHASING A PROPERTY
In certain circumstances, inward investors may wish to acquire a property
for their Irish business operations. It is standard that a 10% deposit is
paid by the buyer on execution of a contract for sale. The transfer of title
usually occurs within six weeks of the execution of the contract for sale.
When buying property, buyers will be liable for stamp duty of between
1% and 2% depending on the type and value of the property. In certain
circumstances VAT (at a rate of 13.5%) is payable by the buyer of a
property.
REAL ESTATE DEVELOPMENT
Planning permission is required before an owner can develop buildings
or land, or change their existing use. Applications are made to the local
planning authority through a public process. Certain local planning
authorities have formulated Strategic Development Zones (SDZ) which
fast track the planning process if an applicant complies with the
requirements of the SDZ. Planning permission generally expires if it is
not implemented within five years.
18
Further Information
For further information on doing business in Ireland,
please contact:
Emmet Scully
Partner and Head of Corporate and Commercial
D: +353 1 637 1538 E: escully@lkshields.ie
If you would like advice on any of the specialist areas featured in this guide or
which are relevant to your business operations in Ireland, please contact:
TECHNOLOGY, IP AND DATA PRIVACY
Deirdre Kilroy
Partner and Head of Intellectual Property and Technology
D: +353 1 638 5866 E: dkilroy@lkshields.ie
REGULATORY
Marco Hickey
Partner and Head of EU, Competition and Regulated Markets
D: +353 1 637 1522 E: mhickey@lkshields.ie
FINANCIAL SERVICES AND INVESTMENT FUNDS
David Williams
Partner and Head of Financial Services
D: +353 1 637 1542 E: dwilliams@lkshields.ie
EMPLOYMENT
Aoife Bradley
Partner, Employment Pensions and Employee Benefits
D: +353 1 637 1583 E: abradley@lkshields.ie
REAL ESTATE
Clair Cassidy
Partner and Head of Commercial Property
D: +353 1 637 1543 E: ccassidy@lkshields.ie
19
LK Shields Solicitors is a leading Irish corporate and
commercial law firm. 
LEGAL SERVICES 
Banking
Capital Markets
Commercial Property
Company Secretarial and Compliance
Corporate and Commercial
Corporate Restructuring
Employment, Pensions and Employee Benefits
Energy and Natural Resources
EU, Competition and Regulated Markets
Family Law
Financial Services
Gaming and Gambling
Healthcare and Life Sciences
Insolvency
Intellectual Property
Litigation and Dispute Resolution
Media and Telecommunications
Mergers and Acquisitions
Private Equity and Venture Capital
Projects
Technology, Data Privacy and Outsourcing
 
For more information please visit:
www.lkshields.ie
40 Upper Mount Street	 T: + 353 1 661 0866		 DX Box 123	
Dublin 2			 F: + 353 1 661 0883		 www.lkshields.ie
Ireland 			E: email@lkshields.ie

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Ireland as a business location

  • 1. 1 IRELAND AS A BUSINESS LOCATION Your guide to doing business and investing in Ireland. www.lkshields.ie
  • 2. 1 Contents Why Ireland 2 Getting Started 3 Taxation 5 Investment Incentives 8 Financial Services 9 Technology and Intellectual Property 11 Employment 12 Data Privacy 14 Real Estate 15 Further Information 16
  • 3. 2 Why Ireland? Ireland is ranked as the most successful country in the world at attracting foreign direct investment 1 and over 1200 international companies have chosen to base their EMEA operations in Ireland. The only English speaking member of the Eurozone with access to 500 million consumers Stable corporation tax rate of 12.5 % and double taxation treaties with 72 countries Generous R&D tax credits of up to 25% A straightforward and business friendly environment, ranked as the 4th best country in the world for business 2 The first OECD-compliant Knowledge Development Box which can result a 6.25% corporate tax rate on qualifying profits. A highly educated, English speaking workforce which is the youngest in Europe and ranked 1st in the world for the flexibility and adaptability 3 A wide variety of incentives for inward investors 1 IBM 2015 Global Locations Trends Report 2 Forbes Best Country for Business Report 2015 3 IMD World Competitiveness Yearbook 2014
  • 4. 3 Getting Started Quick and straightforward to incorporate a new company or register a branch No minimum capital requirements No requirement for shareholders or officers to be Irish Transparent corporate governance regime INTRODUCTION Inward investors into Ireland use a variety of structures to enter the Irish market. The right structure will depend on factors such as the specific sector, business product, service and the extent to which a local presence is required. Examples include: • Trading through a private limited liability company; • Setting up an Irish registered branch office; • Acquiring an existing business in Ireland; • Using a joint venture with a third party; and/or • Entering into partnership with another business. The two entities most often used by inward investors setting up in Ireland are the limited liability company or a registered branch office. Most inward investors chose a limited company which is usually set up as a wholly owned subsidiary of the inward investor parent company. QUICK AND EASY INCORPORATION Incorporating new Irish companies or registering a branch for a non-Irish company is a straightforward and quick process. Limited liability companies can be established within five working days. FLEXIBLE FINANCING Irish companies can be financed by way of debt, subscription for shares, and, in certain circumstances, contribution of capital without an issue of shares. There is no restriction on the size of share capital or the currency in which the share capital is denominated. COMPANY OFFICERS Irish companies are required to have at least one director who is resident in the EEA or to have put in place an insurance bond to the value of €25,395. A corporate entity can act as a company secretary but a director must be a natural person.
  • 5. 4 STRAIGHTFORWARD SHAREHOLDER REQUIREMENTS Shareholders are not required to be Irish and may be corporate entities or individuals. A private limited company must have at least one shareholder and cannot have more than 149 shareholders. BANK ACCOUNTS Unlike many other European countries, it is not necessary to establish a bank account before registering an entity in Ireland. TRANSPARENT CORPORATE GOVERNANCE The day-to-day management of an Irish company is normally carried out by its board of directors. Directors have a wide range of responsibilities under Irish law. Further guidance is available from the Office of the Director of Corporate Enforcement at www.ocde.ie. AUDITORS AND ACCOUNTS REQUIREMENTS All Irish companies, except certain small companies, must appoint an auditor and Irish companies and branches registered in Ireland are required to publicly file accounts. REGISTERED BRANCHES As an alternative to incorporating a new Irish company, a registered branch operation can be easily established and enjoys relatively discrete ongoing filing requirements. Often a registered branch is seen as a “lighter” form of entry into the Irish market, with lower regulatory requirements and maintenance costs than a limited company. This can be an attractive option for inward investors who want to take a tentative first step into the Irish market or where the levels of activity in Ireland are likely to remain limited. IMMIGRATION If the business is considering sending an employee to Ireland to work, it is important to obtain immigration advice before registering an Irish entity. Please see the Employment section of this guide for further details. IRELAND AS A GLOBAL BUSINESS CENTRE The ease of establishing a business presence in Ireland is just one of the reasons that it has been chosen by: 9 of the top 10 global software companies 13 of the world’s top 15 medical technology companies 15 of the world’s top 25 financial services companies 9 of the world’s top 10 pharma companies 14 of the top 15 global aviation lessors All 10 of the world’s top 10 ‘born on the internet’ companies
  • 6. 5 Taxation Attractive holding company location with tax treaties with 72 countries Effective zero tax rate for foreign dividends Income tax relief for foreign employees 12.5% corporation tax, one of the EU’s lowest 25% Research & Development tax credit 6.25% preferential tax rate on income arising from intellectual property with the Knowledge Development Box INTRODUCTION Ireland enjoys a transparent and business-friendly tax environment centred around its attractive and stable corporation tax rate, generous tax credits for research and development and innovative reliefs on activities involving intellectual property. COMPETITIVE AND STABLE CORPORATION TAX RATE Ireland’s corporate tax rate of 12.5% on trading income is one of the lowest “onshore” corporate tax rates in the world. The 12.5% tax rate is applicable to trading income in general and is not an incentive rate. Irish tax resident companies are liable to tax on their worldwide income and gains while foreign branches are liable on their Irish source income. Corporation tax at the rate of 25% applies to investment income, certain land dealing activities as well oil, gas and mineral exploitation. ATTRACTIVE LOCATION FOR HOLDING COMPANIES Irish located holding companies may avail of numerous incentives including: 1. Capital gains tax participation exemption on disposals of companies (shareholding of 5% or more) that are trading and tax resident in an EU or tax treaty country. 2. Effective tax exemption for foreign dividends through “onshore pooling” which enables foreign tax credits to be mixed so that no additional Irish tax may arise. Unused foreign tax credits may also be carried forward. 3. No withholding tax on outward bound dividends and interest paid to EU member states and most tax treaty countries. 4. Ireland’s extensive double taxation treaty network with 72 countries. 5. No controlled foreign corporation rules. 12.5%corporate tax rate in Ireland Ireland 12.5% Singapore 17% UK 21% Netherlands 25% China 25% Germany 29.58% USA 40%
  • 7. 6 TIEAsDouble taxation treaty with Ireland RESEARCH AND DEVELOPMENT (R&D) TAX CREDIT Ireland’s R&D tax credit scheme allows qualifying R&D expenditure to generate a 25% tax credit for offset against corporation tax or it can be refunded in cash. This is in addition to the normal tax deduction at 12.5%. The R&D tax credit is available to Irish resident companies and branches on the cost of in-house qualifying R&D undertaken within the European Economic Area (EEA), provided that such expenditure is not otherwise eligible for tax benefits elsewhere in the EEA. A company may surrender some, or all, of its R&D credits to key employees working in R&D, so that they reduce their income tax payable. TAX RELIEFS ON INTELLECTUAL PROPERTY Capital expenditure on the acquisition of intangible assets may be written off over the life of the asset or fifteen years (whichever is shorter). The relief is provided by allowing the accounting amortisation of the asset as a tax deduction against trading income from the management, development or exploitation of the intangible asset concerned.
  • 8. 7 KNOWLEDGE DEVELOPMENT BOX Ireland has introduced the first OECD-compliant Knowledge Development Box. In brief, where a company qualifies for the Knowledge Development Box relief, it is entitled to a 50% allowance on its qualifying profits which, in effect, results in a 6.25% corporate tax rate on those qualifying profits. With proper planning, the Knowledge Development Box relief can be of great benefit to multinational enterprises. PERSONAL TAXES Where income is earned under a foreign employment contract, such income will be liable to Irish tax to the extent attributable to duties undertaken in Ireland. Foreign executives may reduce their Irish tax liabilities through numerous exemptions and reliefs including the remittance basis of taxation which can be used to limit an executive’s Irish tax liability to Irish source income and remitted income (foreign income and gains brought into Ireland). Advance structuring can greatly reduce the remitted income that is liable to tax in Ireland. The Special Assignee Relief Programme (SARP) provides income tax relief to qualifying employees by allowing them to have a portion of their employment income not liable to income tax in Ireland. Transferred employees arriving between 2015 and 2017 may elect to have 30% of their employment income and benefits exceeding €75,000 not liable to Irish income tax. Additionally, employees who qualify for SARP may also receive, free of tax, specific expenses for travel and costs associated with the education of their children in Ireland. The employee must have been employed by their employer for at least six months before arriving in Ireland. SARP may be claimed for a maximum of five consecutive years. An employer, for SARP purposes, is a company that is incorporated and tax resident in a country with which Ireland has a double tax treaty or a tax information exchange agreement.
  • 9. 8 Investment Incentives Ireland is ranked first in the world for the attractiveness of its investment incentives4 for inward investors with a wide variety of programs available from numerous state agencies. IDA Ireland is charged with securing inward investment into Ireland. IDA grant aids are available for inward investors including capital grants, R&D grants and employment grants. It should be one of the first points of contact for inward investors. For further information, visit www.idaireland.com Údarás na Gaeltachta encourages investment in the Irish speaking areas of Ireland through a range of incentives for new and existing enterprises. For further information, visit www.udaras.ie Techlife is a state-led initiative to attract up to 3,000 top technology professionals to Ireland each year. For further information, visit www. techlifeireland.com Connect Ireland is a scheme to attract small businesses to Ireland. For further information, visit www.connectireland.com InterTradeIreland, a cross-border trade and business development body, runs a programme called ‘Elevate’ to assist with sales development by providing financial or mentoring assistance to help identify cross- border markets or customers, and win new business throughout Ireland and Northern Ireland. For further information visit www.intertadeireland.com 4 IMD World Competitiveness Yearbook 2014
  • 10. 9 Financial Services and Investment Funds Ireland is a global centre for financial services and investment funds. Over EUR 3.2 trillion of investment fund assets are under administration in Ireland which is also the location of choice for over 1,100 fund promoters, many international insurance providers and over eighty international banks. Access to EU markets for regulated UCITS funds through the EU passporting regime World leader in aircraft leasing with fourteen of the world’s fifteen largest aircraft lessors located in Ireland International hub for insurance and re-insurance with a gross roll up system avoiding tax charges during the life of insurance policies Global centre for alternative investment funds REGULATED FUNDS AND EU PASSPORTING The majority of Irish regulated funds are Undertakings for Collective Investment in Transferable Securities (UCITS) funds which are open-ended retail investment vehicles investing in transferable securities and other liquid financial securities. UCITS funds may avail of a “single passport” throughout the EU and once established and regulated in Ireland, UCITS funds may be marketed and sold to the public in all EU member states, provided it complies with the applicable investment and borrowing requirements. The non-UCITS regime is designed for funds which employ more complex investment strategies and which primarily target sophisticated investors. WORLD LEADER IN ALTERNATIVE INVESTMENT FUNDS Ireland is seen as a global centre for alternative investment funds (AIF). The principal type of AIF in Ireland is the Qualified Investor Alternative Investment Funds (QIAIF). QIAIFs offer flexibility for alternative investments such as infrastructure funds, hedge funds, private equity funds and REITs and are only open to certain investors. GLOBAL CENTRE FOR AVIATION FINANCE Over 50% of all of the world’s commercially leased aircraft are owned or managed from Ireland with fourteen of the top fifteen lessors by fleet size being located in Ireland5 . No transfer taxes apply to the transfer of ownership of aircraft and aircraft lessors typically enjoy full recovery of VAT on costs associated with aircraft leasing.
  • 11. 10 INSURANCE AND REINSURANCE A considerable number of the world’s leading insurance and reinsurance providers have selected Ireland as their global headquarters. Ireland is a particularly attractive location for life insurance companies due to its gross roll up system which enables policyholders’ investments to grow tax-free throughout the term of the investment with a tax charge (a rate of 41%) only arising when payment is made to the policyholder. Exemptions to the tax charge are available where the policyholder is not resident in Ireland. SECURITISATION AND STRUCTURED FINANCE Ireland offers favourable tax treatment for qualifying special purpose companies (SPCs) which hold and/or manage or have an interest in, a wide range of qualifying assets. This enables the establishment of an effectively tax-netural, onshore, EU member SPC which can benefit from Ireland’s extensive tax treaty network to minimise withholding tax leakage. ONGOING STATE COMMITMENT TO THE FINANCIAL SERVICES INDUSTRY As part of its International Financial Services 2020 Strategy, the Irish Government is committed to creating 10,000 new jobs in the international financial services sector by 2020. SUCCESSFUL REIT REGIME Ireland introduced Real Estate Investment Trust (REIT) legislation in 2013 and there are currently three Irish-listed REITs operating in the commercial property and residential property sectors. 5 IDA Ireland
  • 12. 11 Technology and Intellectual Property Ireland is a world renowned business centre for technology businesses and for businesses with significant intellectual property rights (IP) assets. It is the EMEA location of choice for major digital services and content providers such as Google, Facebook, Twitter and Linkedin. A supportive legal and business ecosystem for the creation and exploitation of IP and technology A favourable culture and regulatory regime for growing start- ups focused on science, research, IP and technology A young and skilled workforce ensures favourable conditions for investment in IP and technology intensive businesses Technology, science and IP are focused on in government policies as areas to be supported fiscally INTELLECTUAL PROPERTY Ireland’s IP regime recognises and creates rights of copyright, databases, patents, designs, trademarks and plant varieties. Confidential information, know-how and trade secrets are respected and protected by Irish law. IP disputes automatically qualify to be heard in the “fast track” commercial division of the Irish High Court, to facilitate their prompt resolution. Due to Ireland’s stable legal environment, favourable corporation tax rate and IP- specific tax incentives, many international corporations chose to locate their IP assets in Ireland and use Ireland as a base to licence IP assets. ECOMMERCE Ireland has been recognised as a global digital hub for many years. Local and international businesses use Ireland as a platform from which to trade throughout the world. Ireland has enacted the EU Distance Selling Regulations which deal specifically with off premises contracts, distance selling and contracts concluded electronically. Online traders or those concluding contracts which are off-premises contracts are required to provide certain information to their customers and are subject to certain obligations in relation to the cancellation and return of products as well as “cooling-off” periods. ELECTRONIC COMMUNICATIONS The Commission for Communications Regulation regulates the Irish electronic communications sector. The Irish telecommunications market is open to the introduction of new services, including licences to provide wireless broadband
  • 13. 12 access which is available throughout Ireland. The Irish Government is actively involved with service providers to ensure that areas where wireless access is less commercially viable, are covered with the necessary services. The Irish mobile communications industry continues to expand, in turn supporting growth and innovation within the technology sector in Ireland. Digital services and content providers are experiencing continued growth, particularly in Dublin which is a hub for Irish and international businesses operating globally. CLOUD COMPUTING Ireland continues to be the foremost platform from which many companies carry out their cloud-based businesses for Europe. Many internationally recognised businesses such as Google, Yahoo!, Facebook and Amazon, have chosen to locate their data centres in Ireland, through which much of their data traffic and the hosting of most other services for Europe, takes place. The advantages afforded by high speed fibre optic networks, reasonable energy rates, a temperate climate (which provides a suitably cool atmosphere for the operation of these centres) and Ireland’s political and geological stability makes it an ideal headquarters for datacentres.
  • 14. 13 Employment EEA citizens may work and live freely in Ireland and an efficient work permit regime allows for the transfer of non-EEA employees to Ireland. Irish law grants a range of protections to employees but is often considered a more flexible and employer-friendly than most other European countries. EEA and Swiss nationals may work freely in Ireland Flexible and well established processes for transfer of non-EU employees to Irish operations Business-friendly legal regime without works councils and minimal obligations to consult employees No obligation on employers to make pension contributions Ireland is ranked first in the world for the flexibility and adaptability of its workforce and availability of senior management talent6 TRANSFER OF EMPLOYEES TO IRELAND EEA and Swiss nationals may work and reside freely in Ireland provided they first obtain an Irish public insurance number. Most non-EEA nationals require employment permits to work in Ireland. Various types of employment permit are available and, in most cases, a fee of EUR1,100 is payable for an application for a two year permit. Applications can take several months to process and applications should be prepared well in advance of an anticipated start date. Employees who work under an employment permit in Ireland are covered by Irish employment law. Subject to certain qualifying criteria, companies may avail of intra company transfer permits to transfer existing employees to their Irish operations. Employers may also wish to develop a secondment policy to facilitate the temporary transfer of employees to their Irish operations. Immigration rules are subject to change, often at short notice and so it is always advisable to obtain specific immigration advice at an early stage. 6 IMD World Competitiveness Yearbook 2014
  • 15. 14 MANDATORY EMPLOYEE PROTECTIONS In most cases, the employment relationship in Ireland is governed by an employment contract which includes terms automatically incorporated by Irish law such as: • The national minimum wage; • Certain minimum notice periods; • A maximum working time allowance; • A minimum annual leave entitlement of twenty days a year; and • Unpaid maternity leave, parental leave, adoptive leave. Employers are required to have policies and procedures in place to address issues such as grievances and disciplinary procedures. MINIMAL PENSIONS OBLIGATIONS At a minimum, employers are required to provide access to a Personal Retirement Savings Account (PRSA) but there is no requirement for the employer to contribute to a PRSA or other pension-type scheme. AUTOMATIC TRANSFER OF EMPLOYEES On the purchase and transfer of a business (or part of a business) by asset transfer and in certain other situations, the contracts of employment of the employees working in that business transfer automatically to the buyer, as if it had been the employer all along. All existing terms and conditions need to be honoured with the exception of certain occupational pension obligations. The rules relating to such automatic transfers are covered by Irish legislation derived from EU law and so if acquiring business or assets, or outsourcing/ insourcing, in Ireland or elsewhere in the EU, local advice should first be obtained. DATA PRIVACY CONSIDERATIONS Any information which is collected, processed and/or retained by an employer on its employees is protected by the Data Protection Acts and employers must ensure that it is held in a safe and secure manner and processed in accordance with the Data Protection Acts. in the world for people’s flexibility and adaptability of workforce in Europe for completion of third level education in the world for the availability of skilled people
  • 16. 15 Data Privacy Data privacy is relevant to all businesses in Ireland that process personal data relating to living individuals and so will be an important consideration for inward investors. IRELAND’S DATA PROTECTION REGIME Data Privacy in Ireland is primarily governed by the Data Protection Acts 1988 and 2003 which implement EU laws. The regulator in Ireland generally focuses on securing compliance, and tends to provide for improving data privacy rather than levying large fines and issuing decisions against data controllers as a matter of course. In this, Ireland’s approach differs from that of some other EU jurisdictions. The transfer of data from Ireland to locations outside of the European Economic Area is also subject to Irish and EU law. DATA CONTROLLERS Where personal data is processed by a data controller established in Ireland, in most cases, Irish law will apply. A data controller is the legal entity which controls personal information on computers or in structured manual files. All data controllers must comply with specific obligations under Irish law about how they collect and use personal information. Certain types of data controllers, including financial institutions must register annually with the Data Protection Commissioner, Ireland’s regulatory authority responsible for data protection matters. There are eight fundamental rules that all data controllers must comply with. In particular data controllers are required to process personal data fairly and lawfully. Data controllers are also responsible for ensuring their employees, contractors and third parties that process data on their behalf comply with Irish law and honour the rights of the persons whose data is being processed. TRANSPARENCY Data controllers must ensure that, when processing personal data, whether related to their employees, customers or other parties that they comply with the transparency requirements under Irish Law. Each data controller should ensure that transparent and easily accessible data privacy policies are in place. Employees must be informed of the existence of any monitoring of their activities and of the purposes for which they are monitored. Individuals must be informed of their entitlement to obtain a copy of personal information data controller’s hold about them. This right of access is subject to a number of exceptions under Irish data protection laws.
  • 17. 16 Real Estate An inward investor’s property requirement is often its most significant overhead. Ireland offers inward investors well-established and straightforward processes for the rental or acquisition of real estate. Plentiful supply of high quality commercial real estate available to lease IDA Ireland can assist inward investors in finding real estate Well established process for the acquisition of real estate Transparent regimes for the planning and development of real estate LEASING A PROPERTY Most inward investors will decide not to tie up capital and will look to occupy premises on a leasehold basis (especially when initially setting up in Ireland). For inward investors, the form of lease and their covenant strength as a tenant will largely determine the commercial terms of the lease. TERM OF LEASE Inward investors should consider how long a term of lease they are prepared to take. Commercial leases in Ireland are normally for terms between five and twenty years. There is no automatic right to “break” the lease and rent reviews normally take place once every five years. The break date could be one or more fixed dates, or a rolling break exercisable at any point after a date specified in the lease. PRINCIPAL RENT Inward investors in the retail sector may also benefit from “turnover rent”. It may also be possible to negotiate a rent which includes a service charge and insurance rent so as to have certainty on the exact amounts payable each year. RENT REVIEW The frequency of rent reviews for commercial leases in Ireland is typically every five years. Rent in Ireland may be revised upwards or downwards in accordance with the open market. INCENTIVES Landlords may incentivise inward investors to take a lease, for example by offering a rent-free period or a contribution towards fitting out a leased property.
  • 18. 17 SERVICE CHARGE If an inward investor takes a lease of a premises which forms part of a larger building, it is likely that service charges will be payable to cover items such as maintenance and repair of the building or the provision of facilities. Such charges can be costly and it is important to get an idea from the landlord at an early stage on the likely level of such costs and to agree a cap. FULL REPAIRING LEASE Most Irish leases require the tenant to put (and keep) the leased premises in a full state of repair and good condition. Whilst these obligations may vary in strength, they can result in material liabilities which could include costs for removing any improvements the tenant makes to the premises. TAX ON LEASED REAL ESTATE Stamp duty (at a rate of 1% of the annual rent) is payable by a tenant upon the granting of the lease. There may be VAT payable on rent (at a rate of 23%) on commercial leases. VAT registered entities can reclaim VAT paid. PURCHASING A PROPERTY In certain circumstances, inward investors may wish to acquire a property for their Irish business operations. It is standard that a 10% deposit is paid by the buyer on execution of a contract for sale. The transfer of title usually occurs within six weeks of the execution of the contract for sale. When buying property, buyers will be liable for stamp duty of between 1% and 2% depending on the type and value of the property. In certain circumstances VAT (at a rate of 13.5%) is payable by the buyer of a property. REAL ESTATE DEVELOPMENT Planning permission is required before an owner can develop buildings or land, or change their existing use. Applications are made to the local planning authority through a public process. Certain local planning authorities have formulated Strategic Development Zones (SDZ) which fast track the planning process if an applicant complies with the requirements of the SDZ. Planning permission generally expires if it is not implemented within five years.
  • 19. 18 Further Information For further information on doing business in Ireland, please contact: Emmet Scully Partner and Head of Corporate and Commercial D: +353 1 637 1538 E: escully@lkshields.ie If you would like advice on any of the specialist areas featured in this guide or which are relevant to your business operations in Ireland, please contact: TECHNOLOGY, IP AND DATA PRIVACY Deirdre Kilroy Partner and Head of Intellectual Property and Technology D: +353 1 638 5866 E: dkilroy@lkshields.ie REGULATORY Marco Hickey Partner and Head of EU, Competition and Regulated Markets D: +353 1 637 1522 E: mhickey@lkshields.ie FINANCIAL SERVICES AND INVESTMENT FUNDS David Williams Partner and Head of Financial Services D: +353 1 637 1542 E: dwilliams@lkshields.ie EMPLOYMENT Aoife Bradley Partner, Employment Pensions and Employee Benefits D: +353 1 637 1583 E: abradley@lkshields.ie REAL ESTATE Clair Cassidy Partner and Head of Commercial Property D: +353 1 637 1543 E: ccassidy@lkshields.ie
  • 20. 19 LK Shields Solicitors is a leading Irish corporate and commercial law firm.  LEGAL SERVICES  Banking Capital Markets Commercial Property Company Secretarial and Compliance Corporate and Commercial Corporate Restructuring Employment, Pensions and Employee Benefits Energy and Natural Resources EU, Competition and Regulated Markets Family Law Financial Services Gaming and Gambling Healthcare and Life Sciences Insolvency Intellectual Property Litigation and Dispute Resolution Media and Telecommunications Mergers and Acquisitions Private Equity and Venture Capital Projects Technology, Data Privacy and Outsourcing   For more information please visit: www.lkshields.ie 40 Upper Mount Street T: + 353 1 661 0866 DX Box 123 Dublin 2 F: + 353 1 661 0883 www.lkshields.ie Ireland E: email@lkshields.ie