Revolting against the illconceived legal burden imposed on Irish business

Impetus

Ireland is shooting itself in the foot with its needlessly complex company law and reporting requirements.

UBS, the largest Swiss bank, is in Brexit mode, as are many big banks that operate in the EU. UBS has recently incorporated UBS Europe SE, a Societas Europaea under German company law to be based in Frankfurt, to take over EU operations and centralise them using passporting.

Any company operating in Ireland, that uses an Irish company platform, has to start off with badly drafted laws, a stupid naming policy (eg having to put “Limited” or “Unlimited Company”) after the name of the corporation, and Irish laws impose many liabilities on directors and auditors that don’t exist elsewhere in the EU.

There is no reason to insert the word “unlimited” into a corporation name that has unlimited liability of its shareholders.

The word limited was devised in England in the 1800s, to “warn” people dealing with a company that it had limited liability. They had a “red flag law” too when the automobile first came on scene, forcing somebody waving a red flag to walk in front of every car, “to warn other road users”. Obsolete.

The key issue is that it is a corporation, an artificial person (rather than a natural person with two legs etc). An Irish company doing business in France or Spain should be legally entitled to use a name ending in SA, or AG in Germany, or Inc or Corp in the US for example.
If I was setting up a business in the morning, I would incorporate it outside of Ireland, even if it was resident in Ireland for tax purposes – purely to escape the sick bureaucracy imposed on Irish business by successive dumb governments, driven by a clueless permanent government.

Like minded Irish companies should consider re-incorporating outside of Ireland and removing the company and its directors from the current burdens they face.

Graham

Of all the 'legal burdens' placed on Irish companies, the use of the word Limited in the company name must rate as one of the least significant.

Impetus

It depends on where you are coming from and what your business is.

1. To most “foreigners” company names ended in “limited” are British. British is associated with sub-par quality, cultural arrogance, not complying with standards and Brexiteerism in the rest of Europe. Hence GB’s balance of payments deficit of about 25 bn per qr. I don’t want my business to be confused with this mess.

2. The use of “Limited” after a company name is not precise. If you have to use the “limited” word why not use LLC (limited liability company) – because it is the liability of the company that is limited, not the name of the company or its ability to do business, as Limited might suggest.

In many jurisdictions LLCs are associated with flow-thru entities – ie like a simple partnership, the members of an LLC are taxed individually on the LLC’s profits, not the LLC itself. However, in many jurisdictions it is possible to do a check-box election so that an LLC is taxed as a corporation (like a company is taxed in Ireland).

If I employed a professional services firm to prepare a report and it used language that was imprecise or had spelling mistakes, I would think twice about their bill and whether or not to use them again, or recommend their services to anybody else.

3. The requirement of the latest Companies Act for unlimited companies to change their name to xyz “unlimited company” creates a large burden of legal costs in altering legal documentation, as well as marketing documentation and other paper material – and just looks stupid. Several large law firms have complained about the stupidity and expense of this legislation.

4. Ireland is over-burdened with antiquated, legacy laws, many of which have come from a neighbouring country, or have been home grown by people who have not thought the issues through. Many of these laws are obsolete and the statute book needs to be cleaned up for the 21st century. Preferably on a civil law basis where the law is codified into volumes – eg a commercial code being a book containing all laws relating to doing business in one volume – eg company law, trademark law, employment law, sale of goods/services, workplace safety etc. This would allow the business owner to consult a single book (or structured website) when they wanted information on their businesses’ obligations and rights.

srsly78

Can you not just use a "trading as" alias? So long as the proper company name is declared in the accounts and small print etc it's fine.

I agree with the second poster, there is lots to moan about - but this particular item is way down the list.

_Brian

I'd be putting insurance and shipping/transport costs as problems way ahead of the need to put "ltd" after the company name.

Graham

FYP :pac:

I'd be putting insurance and shipping/transport costs everything as problems way ahead of the need to put "ltd" after the company name.

Johnmb

Impetus wrote: »

It depends on where you are coming from and what your business is.

1. To most “foreigners” company names ended in “limited” are British. British is associated with sub-par quality, cultural arrogance, not complying with standards and Brexiteerism in the rest of Europe. Hence GB’s balance of payments deficit of about 25 bn per qr. I don’t want my business to be confused with this mess.

Then use Teoranta instead...

Impetus

srsly78 wrote: »

Can you not just use a "trading as" alias? So long as the proper company name is declared in the accounts and small print etc it's fine.

I agree with the second poster, there is lots to moan about - but this particular item is way down the list.

Google Inc t/a "The global dominant search engine" does not sound as cool or well established or legally valid as just Google or Google Inc. The legal suffix, if anything should be de-emphasised for marketing purposes - eg on the back of a delivery van or similar. Neither does a typical truck or delivery van need a phone number in most cases - just name.com or name.eu or name.ie will do for anybody with an interest to use to contact a company. As for displaying fax numbers or mobile or multiple numbers on vehicles etc, don't get me started. Nobody can remember 0876283989, especially when it is clumped together (unlike 087 628 3989). They are more likely to remember petshop.xx

A Swiss company is not required to advertise their registration numbers or their share capital or names and nationalities of directors or canton of incorporation etc on letters/publications. Unlike many companies in EU states. Interested parties can find these data using an internet search. Law in Ireland and other EU countries is creakingly antiquated. Many companies in Italy have to cite four or more numbers on letterheading - their VAT number, fiscal number, incorporation number etc. Many of these numbers are the same. Italy gov's head is in the sand. No wonder the country's financially messy condition. It is probably the last spot on the planet where a non-Italian entrepreneur would be enticed to do a start-up. Bureaucrats calling the shots, with guns. If you walk out of a shop in Italy and can't show a fiscal receipt for your purchase in Italy, you will be fined and may be subject to imprisonment. In many cases the same fiscal receipts are printed on thermo printer paper containing bispheynol A, which can give you blood cancer. God help the shop workers who take your money.

It is time to stop bureaucrats and incompetent politicians screwing up the business environment (as well as individuals improving the design of their business profile in graphic terms).

Graham

OP, if you ever move beyond your hypothetical business it will take you about 4 seconds to realise putting Limited after your company name is completely inconsequential.

Ask any number of business owners what keeps them awake at night. I guarantee it's not going to be the use of the word Limited.

Impetus

_Brian wrote: »

I'd be putting insurance and shipping/transport costs as problems way ahead of the need to put "ltd" after the company name.

I agree about insurance. Insurance in Ireland is dominated by insurance fraud, and incompetent insurance companies and regulators who don't fight fraudulent claims and the absence of laws that would allow courts to put fraudulent claimants in jail where appropriate. Doctors who certify medical events (with no evidence of same) eg "whiplash" should be jailed too.

Shipping and transport - you are on an island. 40% of home and business addresses in Ireland don't have a European standard address - eg a street name, building number on that street, a standard town name to which that street/road belongs, and Ireland has no postcode. Ireland is in the third world when it comes to addressing.

The eircode is a crap/fake for a postcode and is nothing more than a PPSN for each household/business/office. It is totally random, and doesn't work on Google maps or virtually any GPS system. Have fun trying to deliver goods in that desert environment! As for deliveries outside of Ireland, I live on the continent, and 90% of the items I receive from Ireland are not properly addressed. This adds to the cost of delivery. The Irish education misses the basics - how to address a package.

In contrast, letters and packages from other continental locations are word perfect, properly spelt, postcode and town in the correct place in 99% of cases. Irrespective of origin and destination languages.

Stupidity and ignorance wastes money and makes life less efficient.

Impetus

Graham wrote: »

FYP :pac:

I'd be putting insurance and shipping/transport costs everything as problems way ahead of the need to put "ltd" after the company name.

You are missing the point - it is a credibility issue in marketing terms. It makes the company name look dumb to thinking people - and therefore the country that imposes this legal requirement.

Impetus

Graham wrote: »

OP, if you ever move beyond your hypothetical business it will take you about 4 seconds to realise putting Limited after your company name is completely inconsequential.

Ask any number of business owners what keeps them awake at night. I guarantee it's not going to be the use of the word Limited.

I am sure there are lots of problems to keep the average Irish business person awake at night. If we were walking down that route it might start with banks and their behaviour, payroll cost (incl tax on same), getting the right staff in terms of motivation and training, achieving product/service quality, and getting enough customers and persuading them to pay the price etc. I could go on but I started this thread on company name endings enforced by dumb laws.

Bon nuit a 23h15h CET.

Graham

Impetus wrote: »

You are missing the point - it is a credibility issue in marketing terms.

You're missing the point. It's not any kind of issue.

"Your company lacks credibility because of the word Limited" said nobody, ever.

Impetus

Johnmb wrote: »

Then use Teoranta instead...

As a PS why not use Teo or SA or AG or NV or A/S or whatever, under Irish law, to present a locally familiar face/commitment to the market, where one does business? Swiss law allows multiple language company name endings, as do many other jurisdictions.

Impetus

Graham wrote: »

You're missing the point. It's not any kind of issue.

"Your company lacks credibility because of the word Limited" said nobody, ever.

They say it with their wallet/checkbook/payment card. Otherwise GB would not have a mega trade deficit. The only thing that gave GB some currency strength was North Sea oil, back in the day. It too is fading away. Even Saudi is down at the bottom of the list of balance of trade deficits in 2016. GB and SA have to depend on imports. I would not like my business to be perceived as based in Saudi or in GB. Period. Only Egypt is in a worse position, on the list of countries tracked by The Economist than GB or Egypt in terms of balance of payments.

I am not saying that the word "limited" causes this trade screw up. I am saying that a business should not be jurisdictionaly confused due to naming.

Nobody thinks that tiny Iceland is part of some other Scandinavian country. Zillions of people confuse Ireland with Britain or parts of same (eg Scotland).

pedroeibar1

Impetus wrote: »

Ireland is shooting itself in the foot with its needlessly complex company law and reporting requirements.

UBS, the largest Swiss bank, is in Brexit mode, as are many big banks that operate in the EU. UBS has recently incorporated UBS Europe SE, a Societas Europaea under German company law to be based in Frankfurt, to take over EU operations and centralise them using passporting.

Any company operating in Ireland, that uses an Irish company platform, has to start off with badly drafted laws, a stupid naming policy (eg having to put “Limited” or “Unlimited Company”) after the name of the corporation, and Irish laws impose many liabilities on directors and auditors that don’t exist elsewhere in the EU.

There is no reason to insert the word “unlimited” into a corporation name that has unlimited liability of its shareholders.

The word limited was devised in England in the 1800s, to “warn” people dealing with a company that it had limited liability. They had a “red flag law” too when the automobile first came on scene, forcing somebody waving a red flag to walk in front of every car, “to warn other road users”. Obsolete.

The key issue is that it is a corporation, an artificial person (rather than a natural person with two legs etc). An Irish company doing business in France or Spain should be legally entitled to use a name ending in SA, or AG in Germany, or Inc or Corp in the US for example.
If I was setting up a business in the morning, I would incorporate it outside of Ireland, even if it was resident in Ireland for tax purposes – purely to escape the sick bureaucracy imposed on Irish business by successive dumb governments, driven by a clueless permanent government.

Like minded Irish companies should consider re-incorporating outside of Ireland and removing the company and its directors from the current burdens they face.

I started to read this thread with interest, then after a couple of paragraphs of your opening post it was very clear that you had no idea. Your post is a sillly rant. What makes it sillier is that it is totally uninformed.

• Ireland is not a runner as a new base for most financial institutions post-Brexit, not for the reasons you outline but for many others.
• We have what is the newest of EU company law enactments on our books. The new Companies Act makes it both clear and easy for international lawyers to understand (and they do understand, admittedly having taken a bit of time to come to terms with it).
• The new Companies Act codifies hundreds of different laws and statutory instruments and now contains them in a single Act. (The old laws had so many cracks in them is the reason why 99.99% of crooked operators walked.)
• Your waffle about Limited or Unlimited is meaningless in a financial context as the CBI has deemed that all financial institutions are to be DAC.
• A corporation has legal standing, it is an entity that has rights (despite not having two legs!)
• Should an Irish(or any other) company transact business in France or Germany it would do so under its legal name / status. Limited does not mean SA (Societe Anonyme). German companies with branches in Ireland do so under the AG suffix, just as French use SA - sauce for the goose/gander.

Clearly you have no idea of doing business, let alone doing business outside of Ireland. Go away and inform yourself.

pedroeibar1

Impetus wrote: »

Bon nuit a 23h15h CET.

Donc, avec votre deux mots vous avez vraiement signalle que vous n'avez la moindre idee. En plus, si vous etes francophone, vous connaissez l'idiom "etre le bouquet"??;)

mrawkward

There are often rather bizarre threads on here, this one takes top spot. The wider lack of understanding of the issues facing business is brought into focus with this diatribe from out of left field.