Best Investment & Business Structuring Lawyers in Ireland

1. About Investment & Business Structuring Law in Ireland

Investment and business structuring law in Ireland covers how businesses and investment vehicles are formed, governed and reorganised. It includes structures such as Irish companies, limited partnerships, and the Irish Collective Asset-management Vehicle (ICAV) used for funds. The regime is designed to support domestic and cross-border investment while aligning with EU directives and Irish tax rules.

Key aims include investor protection, transparency, and robust governance, along with the ability to raise capital efficiently. Legal counsel helps ensure compliance with regulatory expectations set by the Central Bank of Ireland and with EU fund directives. For residents starting or expanding an investment business, professional guidance reduces risk and speeds up compliant execution.

In practice, most investment structuring in Ireland now revolves around selecting an appropriate fund vehicle (ICAV, UCITS, or AIF), choosing a corporate form (company or partnership), and aligning governance, taxation, and regulatory requirements. A well-structured vehicle can simplify cross-border marketing, investor reporting, and exit strategies. This guide outlines how to navigate those choices with credible Irish-law considerations.

2. Why You May Need a Lawyer

Engaging a solicitor early in the process can prevent costly missteps when setting up or restructuring an investment vehicle. Below are concrete scenarios where Irish legal expertise is essential:

• Setting up a fund using an ICAV or other Irish fund vehicle to meet EU marketing rules and investor disclosure obligations.
• Restructuring a corporate group to optimise cross-border tax, governance, and succession while maintaining regulatory compliance.
• Establishing an investment limited partnership (LP) for a venture capital or private equity fund and drafting limited partner agreements (LPA) and admission terms.
• Securing Central Bank authorisation or registration for fund managers, and ensuring ongoing compliance with AIFMD or UCITS regimes.
• Negotiating cornerstone investor protections, side letters, and governance documents to support a multi-jurisdictional fund raise.
• Converting an existing vehicle (for example a unit trust or private company) to an ICAV to benefit from enhanced flexibility and investor appeal.

Professional guidance helps tailor structure and documents to your specific fund strategy, investor base, and exit plan. It also clarifies ongoing obligations for annual returns, audits, and governance changes. In short, a solicitor with fund-structuring experience reduces regulatory risk and accelerates time-to-market.

3. Local Laws Overview

The following Irish statutes and regulations govern investment and business structuring. They shape how funds are created, managed, and marketed in Ireland.

The Companies Act 2014

The Companies Act 2014 is the cornerstone of Irish corporate law. It governs formation, governance, directors duties, and annual filings for Irish companies. The act was designed to modernise corporate governance and streamline reporting requirements. Certain provisions commenced in 2015 with further sections activated progressively in 2016 and beyond.

Irish Collective Asset-management Vehicles Act 2015 (ICAV Act 2015)

The ICAV Act 2015 created the ICAV as a distinct fund vehicle to hold assets for investment funds. It is widely used for Irish-domiciled funds seeking flexible governance and variable capital. The ICAV regime has been in operation since 2015 and has become a standard choice for fund managers marketing in the EU.

European Union (Alternative Investment Fund Managers) Regulations 2013 (AIFMD Regulations 2013)

The AIFMD Regulations transposed the EU directive into Irish law, regulating the managers of alternative investment funds. They govern registration, marketing, and risk management for fund managers that operate across borders. The regulations have shaped how Irish funds are marketed to professional investors throughout the EU.

Notes on dates and changes: The Companies Act 2014 began to operate in 2015 with phased commencements through 2016. The ICAV Act 2015 introduced the ICAV vehicle and has been effective since its enactment, with widespread use from 2016 onward. The AIFMD Regulations entered Irish law in 2013 and have been updated via regulatory guidance since then. For authoritative texts and amendments, consult official sources.

Ireland is widely recognised for its fund structures, with the ICAV regime providing a flexible tool for management of EU marketing and investor reporting.

Source: Department of Enterprise, Trade and Employment; Oireachtas guidance; Central Bank of Ireland regulatory framework pages.

The ICAV structure is designed to act as a stand-alone fund vehicle suitable for professional investors and cross-border marketing.

Source: Irish law and fund-structuring guidance issued by Irish government and regulatory bodies.

4. Frequently Asked Questions

What is an ICAV and when should I use it for a fund?

An ICAV is a stand-alone Irish fund vehicle designed for flexibility and professional investor markets. You should consider it when planning cross-border marketing, variable capital needs, and streamlined governance for investment funds. It is especially common for UCITS and AIF structures in Ireland.

How do I set up an Irish company for investment purposes?

Begin with deciding the governance model and share structure. Then prepare the constitution, register with the Companies Registration Office, and appoint directors with appropriate residency requirements. A solicitor can coordinate drafting and filing to ensure compliance.

What is a Limited Partnership and when should I use it for funds?

A Limited Partnership consists of general and limited partners, with liability limited for the latter. It is commonly used for private equity and venture capital funds due to tax transparency and flexibility in profit distribution. You will need a solicitor to draft the partnership agreement and file necessary registrations.

How much does it cost to hire a solicitor for investment structuring in Ireland?

Costs vary by complexity and firm. Expect general advisory fees of a few thousand euros for initial structuring, plus 5-20 thousand euros for document drafting and registration on straightforward funds. Complex, multi-jurisdictional deals run higher and may require milestone-based fee arrangements.

How long does it take to incorporate an Irish company for investment structuring?

In straightforward cases, incorporation can take 1-3 weeks after your documents are ready. More complex fund structures or multi-jurisdictional approvals may extend this to 4-8 weeks. Early planning and document readiness shorten timelines significantly.

Do I need a lawyer to launch a fund in Ireland?

Yes. A solicitor with fund-structuring experience helps ensure regulatory compliance, appropriate governance, and investor documentation. They can also assist with licensing, marketing restrictions, and ongoing reporting obligations.

What is the difference between an ICAV and a unit trust?

An ICAV is a corporate vehicle with its own legal personality and governance structure, designed for flexible investment management. A unit trust is a trust-based structure without a separate legal personality. Fund managers often prefer ICAVs for regulatory and operational clarity.

Is a Limited Partnership suitable for a VC fund in Ireland?

Yes, many VC funds use LPs because of pass-through tax treatment and flexible governance. The general partner manages the fund, while limited partners contribute capital. Legal documents are essential to clarify liability, distribution, and exit terms.

When is regulatory approval required for fund management in Ireland?

Regulatory approval is required when marketing to Irish or EU investors or when the manager operates as an authorised fund manager under AIFMD. The Central Bank will assess governance, risk management, capital, and disclosure obligations before authorisation or registration.

Do I need a resident director for Irish companies?

Irish law requires at least one director to be resident in the EU/EEA, with variations by company type. This requirement affects Irish companies and some Irish-established funds. A local director or a director service provider can meet this obligation.

Can a non-resident form an Irish SPV?

Yes, a non-resident can form an Irish SPV, though there may be additional regulatory and tax considerations. You should engage a solicitor to ensure regulatory compliance and appropriate governance for such vehicles.

What is the difference between ICAV and SPV for cross-border investments?

An ICAV is a fund vehicle designed for collective investment and regulated as a public or private fund, while an SPV is typically a bespoke vehicle used for a specific project or holding. The choice depends on regulatory expectations, investor type, and tax considerations.

5. Additional Resources

• Central Bank of Ireland - Funds Regulation and Supervision: Regulates investment funds and fund managers, provides guidance on authorisation, governance and risk management. https://www.centralbank.ie/regulation/industry-sectors/investment-funds
• Department of Enterprise, Trade and Employment (Gov.ie) - Business Structures and Company Law: Official government guidance on forming companies, corporate governance, and compliance for Irish entities. https://www.gov.ie/en/organisation/department-of-enterprise-trade-and-employment/
• Oireachtas - Legislation and Acts: Access to texts of Irish laws, including the Companies Act 2014, ICAV Act 2015, and AIFMD Regulations as enacted in Ireland. https://www.oireachtas.ie/en/

6. Next Steps

1. Clarify your objectives and preferred fund vehicle (ICAV, LP, or company) and determine your target investor base and markets.
2. Gather key documents and identify a shortlist of Irish fund specialists with experience in investment structures and cross-border marketing.
3. Request initial consultations with 2-3 law firms or solicitors to compare approaches, timelines, and fee structures.
4. Ask for a written engagement letter outlining scope, milestones, and costs before any drafting work begins.
5. Obtain a draft term sheet, key governance documents, and proposed regulatory filings to review with counsel.
6. Review prior fund documents from similar structures and verify that risk, disclosure, and investor protections meet Irish and EU requirements.
7. Agree on a project timeline, with realistic milestones for formation, licensing, and marketing approval where applicable.