Ireland - The Location of Choice for Domiciling International Debt Issuance Structures

Ireland is the location of choice for domiciling international debt capital markets structures, and is winning a larger share of new SPVs relative to its main competitors – The Netherlands and Luxembourg.  Section 110 SPVs may hold a wide range of eligible financial assets including receivables, loans, shares, bonds, securities, futures, options, swaps, derivatives, carbon offsets, holding/ management of commodities, leasing of plant and machinery, etc.    Please note that the information below  is presented for indicative purposes only and must not be construed as tax or legal advice.

Legal System

Ireland is an onshore jurisdiction and a member of the EU and OECD. The common law infrastructure in Ireland is similar to that in the UK.

Ownership and Capitalisation

A Section 110 SPV is usually structured as an orphan company, with the shares held on charitable trust. There are no minimum or thin capitalisation rules.

Tax Neutrality 

There is no minimum profit requirement for Section 110 SPVs and tax neutrality is achieved through tax-deductible profit extraction.  Comprehensive withholding tax exemptions are applicable and VAT exemptions are available for investment management, investment administration, collateral administration, servicing, corporate administration and marketing services

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Regulatory Reporting

All Section 110 SPVs are required to submit quarterly statistical reports to the Central Bank of Ireland. Additional reporting may be required in relation to FATCA, CRS, EMIR, etc

Administration Fees

Annual SPV administration fees  in Ireland (including corporate secretarial, accounting, tax compliance, directorship, regulatory reporting, and share trustee services) typically range from €10,000 to €20,000 depending on the complexity of the structure.

Audit Fees

Fees charged by the leading audit firms in Ireland for Section 110s typically range from €10,000 to €20,000, depending on the complexity of the structure.  Independent annual audits are mandatory for Section 110 companies.