Brophy Solicitors Business

We act for many individuals and small businesses and can advise on all relevant areas concerning the setting up of a business in Ireland.

When you set up business in Ireland, you can do it in one of three ways:

(i) Sole Trader:

You can set up a business without necessarily forming a limited liability company or without going into business with somebody else. We generally would not advise anybody to commence business as a sole trader as this could leave you personally liable if your business fails.
If however you do wish to work as a sole trader, we can assist in choosing and registering your business name with the Company’s Registration office and in particular we can assist non-nationals who wish to operate as a sole trader in Ireland. There are also a number of grants available to those who may prefer to work as sole traders and we can advise concerning Back to Work Allowances & Short Term Enterprise Allowance grants. These financial supports assist in relation to training, market research, preparation of business plans and access to loans to buy equipment.

(ii) Partnership Agreements:

If two or more people get together to run a business, then, if they do not wish to form a limited liability company, we will always advise that a comprehensive Partnership Agreement should be entered into. If you require more information concerning Partnership Agreements, click here.

(ii) Limited Liability Company:

In most cases where one or more people wish to run a business, we will advise them to do so through the vehicle of a limited liability company. The main benefit here is that if the company fails, your personal assets are generally not at risk. The limited liability company is a separate legal entity to you and it is the limited liability company that fails, not you. Having said that, many financial institutions will require personal guarantees before they will lend money to a limited liability company and we can often help to negotiate a limit on such guarantees.

We will advise concerning the content of a shareholders’ agreement and if you require more information on shareholders’ agreements, click here.

Funding Your Business:

We can advise concerning any application to your bank for financial assistance.

We can help you prepare a business plan which will hopefully satisfy any third party that you know your business, you know your funding options, you have all appropriate business supports in place and you have a credible and impressive business plan.

There are grants available to local businesses and we can provide you with information concerning these grants which can also assist with training.

Tax Advice:

We are not tax specialists but we can provide you with basic tax advice and we have developed a network of expert accountants and financial advisors, who will assist with more detailed and specialist advice. If you form a limited liability company then the company is liable to pay corporation tax but new companies can get tax relief during the first three years of trading. If a limited liability company is not formed, then you pay tax under the self assessment system and we can provide you with guidance in this regard.

Employer’s Obligations:

If you employ any staff, you must provide them with an employment contract. The employment contract needs to be comprehensive and must have a comprehensive policy in relation to complaints, health and safety, remuneration, leave entitlements etc. For more information on employment contracts, click here.

Leases:

If you are not working from home, you will generally need to rent a property and we can provide comprehensive advice in relation to the negotiation and if necessary renegotiation of leases. In a new business set up, it is often possible to negotiate a rent free period or a reduced rent period, while the business gets up and running. It should also be possible to negotiate a break clause to enable you to pull out of a lease if the business is not successful after a period of say one year or two years.

In the past, rent reviews were drafted very much in favour of the landlord, with upwards only rent reviews the norm. The law has now changed very substantially in relation to rent reviews and it will be possible to negotiate rents upwards and downwards in the future. Very careful attention has to be given to the consideration of rent review clauses in commercial leases.

Closing or Selling a Business:

If you have formed a limited liability company, then there are many issues that need to be dealt with relating to insolvency itself, employees, tax and potential personal liability.

Limited companies can either wind up their business voluntarily through a members voluntary liquidation or a creditor’s voluntary liquidation. It is also possible for the High Court to wind up a company. This procedure is known as involuntary liquidation.

Employees:

If a business is closing or if you are transferring your business to a third party, you have to consider the position of your employees. If you require more information concerning redundancy, click here. It should be emphasised that where you are considering making employees redundant, there is a legal obligation on you to consult with employees in connection with substantial changes in the work place, particularly proposals for collective redundancies.

Many employers think that once they transfer their business to a third party that is the end of the matter. This is not the case and if you are taking over somebody else’s business, you have to very carefully consider the rights of that third party’s employees, who have certain rights following the transfer of a business. Generally speaking, the duties of an employer are transferred to the new employer where there is a transfer of business. Employees for instance do not lose any continuity of service benefits if they are taken over by a third party.

If a company becomes insolvent and cannot pay its debts as and when they arise but continues to trade, there are very serious potential problems for the directors of the company. In certain circumstances they can be prevented from acting as a director for a number of years into the future and in certain circumstances where fraud or recklessness can be ascertained, they may be held personally liable for the debts of the company.

When a company is running into financial difficulties, it is very important to seek legal advice concerning a potential exposure for the directors and shareholders of the company particularly given the very stringent obligation on a company to be able to pay its debts as and when they arise.

Let us advise you on Business Start-Up issues.

Call us on 01 679 7930 or email us

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