In Ireland, European Union recommendations relating to transfer of ownership that have been implemented include:
- Tax neutral restructuring;
- Simplification for Small and Medium-sized Enterprises/ public limited company (PLC)s;
- Reduced inheritance tax;
- Deferred inheritance tax;
- Retirement tax relief.
Ireland has implemented a number of regulations on the takeover of listed companies (whose shares are traded on a regulated market). These laws are designed to facilitate cross-border restructuring and enhance minority shareholder protection.
The Irish Takeover Panel is the supervisory authority for certain company takeovers.
Types of business transfer
There is tax relief available (under certain conditions) when a business is transferred as a gift or by inheritance. Only relevant business property will qualify for the relief. Individual assets used in the business, such as a factory, will not qualify for the relief if transferred to the beneficiary without the business.
Transfer where payment is made
A business or part thereof can also be transferred for a payment such as a sale of the enterprise and its assets, or a sale of shares in a business.
To encourage business transfers through a reduction in the tax burden, Ireland offers a form of tax relief for investment which covers transfers.
Where inheritance tax is concerned, Ireland offers a reduced taxable base provided that the activity of the transferred business continues for several years.
Relief from Capital Gains Tax is provided for (up to €750,000) in Ireland for business transfer sales to third parties, subject to certain conditions.
The VAT Act covers transfers of ownership of goods in the course of a business transfer from one taxable person to another.
Taking over an existing company is a worthwhile alternative to setting up a new business.
The transfer of ownership of a business can involve similar formalities to setting up a new business. The Irish government supports a website, called Business Access to State Information and Services (BASIS), which provides comprehensive government information and services to businesses.
Business transfer procedures
Under EU rules on the protection of employees in the transfer of undertakings, both the original ("the transferor") and new ("the transferee") employers are obliged to inform their respective employees' representatives or their employees directly (if they are not in a union) of the date of the transfer, the reasons for the transfer and the legal, social and economic implications of the transfer. This must be done not later than 30 days before the transfer date, and in good time before the transfer is carried out.
The Companies Registration Office (CRO) is responsible for incorporating companies and registering business names.
Changes to a company's type, name, address or Director/Secretary details are also submitted to the CRO. A number of CRO forms can be filed electronically.
Depending on the company type there is also a requirement to submit an annual return/accounts to the CRO (unless exempted).
If your company/partnership is carrying out a regulated profession, then it may be necessary to report changes of ownership to the relevant professional body.
Business access to state information and services (BASIS) delivers government information and services to businesses online. The information is structured around the lifecycle of a business, such as starting up and employing staff.
Enterprise Ireland is the government agency responsible for the development and promotion of Ireland's business sector. Its mission is to accelerate the development of world-class Irish companies in order to achieve strong positions in global markets, thus resulting in increased national and regional prosperity.
The Department of Jobs, Enterprise, and Innovation has an Explanatory Booklet for Employers and Employees on the Regulation on the Transfer of Undertakings and Employee rights.