Establishing SPVs
Ireland is a leading jurisdiction for the establishment of special purpose vehicles (SPVs) for structured finance transactions and the unrivalled strength of the firm’s Capital Markets, Tax, Financial Regulation, Listings and Corporate Services capabilities make Arthur Cox a market leader in this area.
The predominant reasons for Ireland’s popularity as an SPV location include its developed corporate legal system, the fact that it is an ‘on-shore’ jurisdiction, the professional and administrative services that are available locally and its favourable tax regime.
Irish corporate law is effective in removing SPV counterparty risk, so enabling noteholders to be exposed only to liabilities and assets that are intended to be secured.
A minimum share capital requirement of €1 in most cases makes incorporating an Irish SPV a straightforward process. In addition, Euronext Dublin is a market leader in the listing of debt securities.
SUMMARY OF BENEFITS OF ESTABLISHING SPVs IN IRELAND
- EU jurisdiction with a broad double tax treaty network
- Common law legal system, similar in many respects to US and UK
- Favourable tax status for debt issuers which should result in: – Minimal corporate tax leakage in most cases – No withholding tax and limited VAT leakage
- Leading jurisdiction for listing SPVs
- Cost efficient jurisdiction involving: – Minimal retained profit – Competitive service provider and audit costs – Competitive and sophisticated legal market
- AIFMD certainty for debt issuance
Aiden Small
Partner, Structured and Asset-Backed Finance +353 1 920 1072 aiden.small@arthurcox.com
Helen Berrill
Head, Director of Listings +353 1 920 1203 helen.berrill@arthurcox.com
Phil Cody
Partner, Structured and Asset-Backed Finance +353 1 920 1238 phil.cody@arthurcox.com
Brendan Kennedy
Partner, Structured and Asset-Backed Finance +353 1 920 1299 brendan.kennedy@arthurcox.com
Aisling Kelly
Partner, Structured and Asset-Backed Finance +353 1 920 1255 aisling.kelly@arthurcox.com
David Kilty
Partner, Tax +353 1 920 1036 david.kilty@arthurcox.com
Legal System and Country Status
LEGAL SYSTEM
Like the UK and the US, Ireland is a common law jurisdiction and its legal concepts will be recognised by most investors, originators and advisers.
IRELAND IS A MEMBER OF THE EU, THE EUROZONE AND THE OECD
For many originators and potential investors, this is a key advantage of locating an SPV in Ireland. Investors in some jurisdictions may want to purchase debt issued by EU/OECD issuers only, and the inability to access those investors if the SPV is located elsewhere may affect the pricing of a transaction.
TAX STRUCTURE
There is an international trend away from investing in so-called tax-havens. Some investors take comfort from the fact that Ireland is not a tax haven and has a developed corporate legal system and tax structure.
Taxation
The Irish government has put in place advantageous tax laws for finance vehicles in Ireland. The key relevant points are:
Establishing SPVs in Ireland
Stock Exchange Listings and Fund Registration Services
Our Stock Exchange Listings and Fund Registration Group have been guiding issuers through the relevant listing rules and requirements since 2004.
Euronext Dublin has become the largest European exchange for listing specialist debt securities. It is the listing venue of choice for many issuers seeking a European listing, and has over 56,000 bonds listed (representing more than 110 countries). Issuers can opt to list on Euronext Dublin’s regulated market or on its Global Exchange Market (an exchange-regulated market and multilateral trading facility). Through our Stock Exchange Listings and Fund Registration Services, we advise on the listing of a wide variety of asset-backed debt and fund transactions.
Read more about our Stock Exchange Listings and Fund Services Group here.
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