SETTING UP A BUSINESS IN DUBLIN

Legal Form: Private Limited Liability Company
Paid-in Minimum Capital: 0.0 (% of income per capita)
City: Dublin

A. The founder swears before a Commissioner for Oaths
Time to complete: 1 day
Cost to complete: EUR 10
Comment: A company founder (director, secretary, or solicitor) engaged in the company’s formation must attest (on the statutory incorporation form) that the company has complied with the relevant provisions of the Irish Companies Acts. The founder swears before a Commissioner for Oaths or a Practicing Solicitor. Moreover, the founder must declare that the company will carry on an activity in the state when the company has been incorporated.

B. File necessary materials with the Companies Registration Office (CRO)
Time to complete : 10 days
Cost to complete: EUR 50 with pre-approved memorandum and articles, EUR 100 for standard registration.
Comment: A founder may register a company at the Companies Registration Office (CRO) by three methods:

• A CRO disk system, in which the papers for incorporation are lodged in print and electronic form. Under this scheme, the memorandum and articles of association must be submitted in CRO- 11 pre-approved format. After the documents are filed, the CRO incorporates the company within 5 working days.
• A “Fe Phrainn” system, in which (as detailed in the first method) the incorporation documents are submitted to the CRO in a pre-approved format. Under this method, however, documents are submitted in print form only, and the CRO incorporates the company within 10 working days.
• An alternate system in which the incorporation documents are submitted to the CRO in print form, but the memorandum and articles of association are not in a pre-approved format. In this instance, the CRO incorporates the company in 2–4 weeks.

C. Get a company seal
Time to complete: 1 day
Cost to complete: EUR 20
Comment: In addition to getting a company seal, the company must keep the statutory registers for the directors and shareholders.

D. Register for corporation tax, social insurance (PAYE/PRSI), and VAT with the Revenue Commissioners
Time to complete: 1 day
Cost to complete: no charge
Comment: To register for corporation tax, VAT, and social insurance (PAYE/PRSI) with the Revenue Commissioners, the company must file Form TR2. The tax identification number is needed only when the company must pay year-end taxes. Upon entering the information into the Commissioners database, the company is immediately registered for PAYE/PRSI. However, VAT registration requires an additional 5–10 working days.

DISPUTE RESOLUTION SYSTEM IN IRELAND

1. What is the structure of the civil court system?

There are three principal tiers in the civil court system in the Republic of Ireland: the district court, the circuit court and the High Court.

The district court has jurisdiction in claims up to €6,348. The district court sits without a jury.

The circuit court has jurisdiction in claims up to a value of €38,092. The circuit court can hear appeals from most decisions of the district court. The circuit court sits without a jury in civil matters.

The High Court has full original jurisdiction in, and power to determine, all matters of law or fact. Generally, civil claims of a value of over €38,092 are made in the High Court.

The High Court sits in Dublin to hear all original actions and in provincial venues to hear appeals from the circuit court and original personal injury actions. It also has a judicial review jurisdiction whereby it reviews decisions of administrative bodies and tribunals.

Part of the civil business of the High Court is processed through a senior and influential lawyer who performs a quasi- judicial role and is known as the master of the High Court. Much of this role is procedural or relates to pretrial issues such as hearing a variety of types of motions and transferring matters to an appropriate judge’s list of cases. However, the master also has the power to give liberty to enter final judgment in certain debt collection matters.

The Supreme Court, which is made up of the president of the court (the chief justice) and seven ordinary judges, is the final court of appeal in Ireland. It also has original jurisdiction in certain constitutional matters and may refer European law issues to the European Court of Justice.

2. What is the role of the judge and the jury in civil proceedings?

Traditionally and generally, the judge has a passive role in what is an adversarial form of court proceedings where one party, the plaintiff, seeks a remedy against another party, the defendant.

3. What are the time limits for bringing civil claims?

There are a range of time limits depending on the type of action. However, the time limits of greatest application are two years and six years.

The time limits are broadly as follows:

• 12 years for actions based on an instrument under seal, actions upon a judgment, actions to recover principal money secured by a mortgage or charge, actions to recover land and actions claiming sale of land subject to a mortgage or charge;
• six years for breach of contract;
• three years for defective product actions;
• two years for certain personal injuries actions, fatal injuries actions and actions in respect of defective vehicles. A recently introduced statutory regime for processing personal injuries claims can have the effect of increasing the period in personal injuries claims from two years to up to two years and approximately nine months; and
• one year for most defamation actions.

4. How are civil proceedings commenced?

Civil proceedings are commenced by the issue and service of civil summons in the district court, the issue of a civil bill in the circuit court and, in the case of the High Court, depending on the type of action, by the issue of a plenary summons or a summary summons or a special summons or a personal injury summons.

5. What substantive remedies are available?

The substantive remedies available are damages, termination of a contract, specific performance, rescission, rectification, quantum meruit and a permanent injunction.

Punitive or exemplary damages are available at the discretion of the court and are damages above compensatory damages.

Aggravated damages are also available and are a type of compensatory damages reflecting unusually severe consequences of the action of the defendant for the plaintiff.

Nominal and contemptuous damages are also categories of damages sought by plaintiffs.

These notes should be regarded as no more than a general guide to current legal issues and should not be relied on as a definitive expression of the law. They are not intended to be exhaustive, or to be regarded as a comprehensive or formal legal opinion on any matter mentioned.