IRELAND’S TAX ATTRACTIONS FOR REINSURANCE, IP & LISTING SECURITIESPresentation to InterlegesDublin23 May 2014

CONTENTS

1. Why Ireland for reinsurance;

2. Acquisition of intellectual property;

3. Listing of security instruments

2

WHY IRELAND FOR REINSURANCE

• Recognised leading insurance and reinsurance centre for 25 years;

• Why?

• Pool of experience and talent; English speaking, highly educated workforce;

• Identified 10 years ago as “one of the 8 major reinsurance centres” *• Now: the second busiest EU jurisdiction• Global headquarters of XL Group; and• The European headquarters of Zurich’s General Insurance companies.

• Half of the world’s largest reinsurance companies have operations in Ireland;

• Double taxation treaties with 70 countries;

• 12.5% rate of corporation tax

* Group of thirty (consultative group on international economic and monetary affairs)

3

CORPORATION TAX REGIME

• 12.5% rate applies to trading profits including investment income;• consider substance and corporate residence in context of the BEPS project

• Changes in technical provisions taxable or deductible as appropriate

• Provided in line with actuarial estimates, or

• that directors have support for significant deviation from the actuarial estimates

• Amounts transferred to equalisation reserves, where carried out in accordance with regulations,

qualify for tax deduction

• Tax pooling for foreign branches of Irish companies means that no Irish tax should arise on foreign branch profits

• Generally, no Irish tax payable on Irish or foreign source dividends received by Irish companies

• No outbound income withholding tax on premiums

4

CORPORATION TAX REGIME – CONTINUED

• Capital gains participation exemption regime for certain foreign shareholders

• Extensive domestic exemption from dividend and interest withholding tax where payments made to EU and Double Taxation Agreement states

• Transfer pricing legislation (effective for accounting periods beginning on or after 1 January 2011)

• documentation prepared in line with OECD guidelines available to demonstrate that arms’ length

rates apply to transactions with associated enterprises

5

SPECIAL PURPOSE REINSURANCE VEHICLES (SPRV’S)

• Alternative structure;

• Profits taxable at 25% but profit neutral – profits should be nil or close to nil;

• S110 TCA 1997 applies;

• Specific rules include minimum initial qualifying assets of €10 million and Irish residence;

• Arms’ length arrangements required to apply, other than profit participating interest;

• Profit participating interest tax deductible provided relevant conditions met

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PERSONAL TAXES

•Directors’ fees (including non executive, non resident directors’) specifically within scope;

PAYROLL TAXES FOR INTERNATIONAL ASSIGNEES

•Generally, within scope, subject to certain exclusions:

• Less than 60 work days

• More than 60 work days but less than 183 days

•Who is the economic employer – Irish company or employer in home country

•Special assignee relief programme (SARP)

•Split contracts (benefits for non-domiciled individuals)

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SPECIAL ASSIGNEE RELIEF PROGRAMME

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• 30% of income between €75,000 and €500,000 exempt from income tax

• Arrive to work in Ireland during 2012 – 2014

• Must work in Ireland for a minimum of 12 months

• School fees can be paid tax free by employer – up to €5,000 per annum per child

OTHER TAXES

STAMP DUTIES & PREMIUM TAXES

•No Irish stamp duties or premium taxes levied on policies relating to risks located outside of Ireland

VAT

•No VAT payable on the supply of reinsurance services

9

ACQUISITION OF INTELLECTUAL PROPERTY

• Qualify for tax write down on acquisition of IP

• Capital allowances can be offset against trading income receipts

• Certain minimum criteria• Separate trade treatment• 80% cap applies to deductibility of interest and

capital allowances

• Royalty income taxable at 12.5% • Active management required• Personnel with necessary skills and expertise• Seeking new licensees

• No stamp duty on the acquisition of IP

• Saving of 2% compared to other assets

10

TRANSFER PRICING AND INTANGIBLES

• Identification of intangibles – may not be recognised as an asset on which capital allowances may be claimed

• Link to value creation for the business overall

• BEPS Action Plan 8

• prevent BEPS by moving intangibles among group members through :• (i) adopting a broad and clearly delineated definition of intangibles;

• (ii) ensuring that profits associated with the transfer and use of intangibles are appropriately

allocated in accordance with (rather than divorced from) value creation;

• (iii) developing transfer pricing rules or special measures for transfers of hard-to-value

intangibles; and

• (iv) updating the guidance on cost contribution arrangements.

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RESEARCH AND DEVELOPMENT

• Effective tax deduction of 37.5%

• Excess R&D tax credit can be offset against other tax liabilities e.g. payroll tax

• Remaining excess can be repaid to the company

• Excess R&D tax credit can be used to pay “key employees” tax free

• Effective way of remunerating key employees in a

tax efficient manner

• Credit available in respect of the cost of acquisition or refurbishment of new premises used for R&D

12

LISTING OF SECURITY INSTRUMENTS

•The Irish Stock Exchange (ISE) operates two markets for listing and trading Debt Securities

• The Main Securities Market (MSM) and the Global Exchange Market (GEM)

Advantages of listing•Increased liquidity and status

•Can facilitate that interest be paid without deduction of withholding tax – quoted Eurobond exemption

• Quoted on a recognised stock exchange and carries a right to interest

•Listing of debt instruments process free from stamp duty and VAT

•Committed 3 day turnaround time (initial submission), 2 days for subsequent drafts

•Approximately 22,000 debt securities from over 50 jurisdictions presently listed on MSM

•Low cost – transparent, flat pricing structure

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APPENDIX A – KEY PERSONNEL

Noel Cunningham – ncunningham@mazars.ie

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Partner

IrelandFinancial Services

+353 (0) 1-449-6408

Noel is an executive member of the Mazars International Tax Steering Committee and heads up the Corporate Structures Group.

He has represented the Institute of Chartered Accountants for many years on CCAB-1 (the umbrella body of Irish accountants) and on TALC (liaison committee with the Revenue Commissioners).

He has recently been appointed to the Professional Development Committee of the Irish Taxation Institute.

Prior to joining Mazars, Noel worked as an Inspector of Taxes and with a Big 4 firm. He is a frequent lecturer and presenter on tax both externally and internally.

He is responsible for advising many financial services clients including management companies, funds, insurance and reinsurance companies and special purpose vehicles.

His specific experience in the insurance and reinsurance sector include:

•Scor;•The Atlas series of SPRVs; •Primary Insurance; and

•Axa

Gerry Vahey – gvahey@mazars.ie

 

Gerry is a tax partner with a particular focus on corporation tax. He is responsible for the corporation tax

compliance obligations of a number of owner managed businesses with a particular focus on companies

in the construction and ICT sectors. Gerry has advised extensively on:

 

•Corporate restructuring;

•All aspects of property/construction related tax matters;

•Intellectual property ownership structures and merging and demerging trades;

•Research and development tax credit reviews;

•Stock exchange listings, de-merging activities, corporate restructuring and tax efficient disposals;

•Public Private Partnerships;

•International tax structuring; and

•Employee / Director share–schemes

15

Partner

Ireland

+353 (0) 1-449-6423

APPENDIX A – KEY PERSONNEL

APPENDIX A – KEY PERSONNEL

Nóirín Cahalane – ncahalane@mazars.ie

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Manager

IrelandFinancial Services

+353 (0) 1-449-4414

Nóirín is a manager in our corporate tax department in Ireland and leads the financial services tax team with Noel. She has advised clients on a wide range of corporation tax compliance and planning matters. Since joining Mazars in 2005, Nóirín has gained significant experience across the financial services sector including a range of clients across the insurance and reinsurance area. Nóirín has recently completed a Diploma in Financial Services Taxation through the Irish Tax Institute.

She is responsible for advising a wide range of clients in relation to their tax affairs including large corporate clients, significant clients within the public and private sector  She advises clients on a range of issues including international tax, transfer pricing, taxation of distributions and domestic corporation tax issues.

Prior to joining Mazars, Nóirín worked in small to medium sized accountancy practices for 8 years where corporation tax and income tax compliance formed a part of her responsibilities.

Her specific experience in the insurance and reinsurance sector include:

•Atlas Series

•Scor; and

•Axa

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CONTACT

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