One of the fastest ways to begin a new business, or to grow your business if you already have one, is to buy an existing company. By doing so, much of the legal and business groundwork that is necessary to start a company from scratch has already been done. However, […]

Due diligence is the thorough investigation of the company or business that you wish to buy to make sure that the information and assumptions that you are basing your decision on are valid. It is the business equivalent of taking a used car to a mechanic and having it thoroughly […]

The most common way to purchase an ongoing business is to acquire all of the outstanding shares of a company. If the company being sold is closely held, the buyer can accomplish this by directly purchasing the shares from each of the seller’s shareholders. The price paid to the seller’s […]

Where are certain times when buying a business that it makes sense to purchase the assets of the business rather than the shares. The most obvious case is when the business being sold has not been incorporated and is operating as either a sole trader or a partnership. Another example […]

If you are setting up a new company, one of the first things that you will need to do is notify the Revenue Commissioners. You will need to do this after the incorporation of your company and, ideally, before your new company commences trading.   You can register your company […]

Irish companies generally have two different types of share capital – authorised share capital and issued share capital. Authorised share capital is simply the maximum amount of share capital that a company can issue to its shareholders. This amount will be displayed in the Memorandum of Association of the company […]

Starting a new business is an exciting process. It begins with an inspiration—an idea about a product or service that you would like to offer. Then you visualise and plan how to bring your product or service to customers. Finally, you put your heart and soul into making that vision […]

The first organisational issue to consider when starting a new business is what legal structure to use. There are three basic options to choose from: Company Partnership Sole Trader If you’re going into business for yourself, it may be tempting to skip all the paperwork involved in forming a company […]

In order to be officially incorporated and begin operating as an Irish company, you must register with the Companies Registration Office (CRO) by filing Form A1 along with your company’s Memorandum and Articles of Association. If the CRO approves these documents, then it will issue a Certificate of Incorporation and […]

No business can run without people to manage and perform its operations. The question then becomes whether a particular task will be performed by a full-time or part-time employee, or whether a service provider or consultant will be retained to do the work. Bringing a new employee into your business […]

Many great business ideas die on the vine because not enough thought and effort goes into promoting the business and getting customers in the door. Even if you have an innovative product or service at a reasonable price, without an effective marketing and sales effort, many potential customers will be […]

If you are setting up a new company, one of the first things that you will need to do is notify the Revenue Commissioners. You will need to do this after the incorporation of your company and, ideally, before your new company commences trading.   You can register your company […]

Under Irish company law, each newly incorporated company is required to hold its first annual general meeting (AGM) within 18 months of its incorporation. Thereafter, it is required to hold an annual general meeting in each calendar year with no more than fifteen months elapsing between any two annual general […]

Every company is obliged to file an annual return with the Companies Office each year. An annual return is simply a document which sets out details about the company such as details of its officers, shareholders, share capital, etc. The first return is usually due six months after incorporation and […]

The success or failure of a business depends on its ability to maintain a competitive advantage, and a company’s competitive advantage often depends on its ability to maintain the confidentiality of its business methods, trade secrets and know-how. A new competitor could become instantly formidable by gaining access to your […]

To remove as much doubt as possible from any situation requiring the disclosure of sensitive commercial and technical information, a Confidentiality and Non-disclosure Agreement should be signed by all employees, independent contractors and business associates before receiving confidential information. Alternatively, a confidentiality and non-disclosure clauses could and perhaps should be […]

It is critical to understand that once the information you wish to protect has been disclosed to the public, nothing can put the genie back in the bottle and make it confidential again. At that point, damages may be your only remedy, and they probably won’t make up for any […]

Nearly every business needs suppliers. If you manufacture products, you need raw materials and components. If you run a restaurant, you need food and beverages. If you own a retail store, you need inventory of the goods you sell. And the success or failure of your business could turn on […]

Product development and sales may get the glory, but it is distribution that is the unsung hero of any business. You can have the best product in the world and thousands of eager buyers, but if you can’t get your product into your customers’ hands, none of it has any […]

No business can run without people to manage and perform its operations. The question then becomes whether a particular task will be performed by a full-time or part-time employee, or whether a service provider or consultant will be retained to do the work. Bringing a new employee into your business […]

No business can run without people to manage and perform its operations. The question then becomes whether a particular task will be performed by a full-time or part-time employee of the company or business, or whether a service provider or consultant will be retained to do the work. In assessing […]

Bringing a new employee into your business may seem like a very simple proposition. For example, if your restaurant needs a chef, you simply interview candidates and give the best one the job. But the decision to hire a new employee raises a series of important questions that must be […]

Every business has certain tasks that need to be performed where it does not make sense to hire an employee to do the work, both because specific skills will be required for a limited period of time, and because it would not be cost-effective to bring on an employee to […]

Regardless of whether a business is run by an experienced management team or a sole proprietor just getting his feet wet in the commercial world, it may be necessary at times to hire a consultant to provide specialized advice. Fortunately, consultants come in every shape and color, and can be […]

Intellectual property rights allow you to legally protect the inventions, brands, logos, written material, software, designs and the like that you create for your business. The legal protections come in the form of patents, trade marks, copyrights and design rights, all of which allow the owner to prevent another person […]

A patent is the legal right to preclude another person from making, selling, offering to sell, using or importing any product or process that is covered by the patent. So if you have invented a machine that harnesses solar power and uses it to convert straw into gold, and you […]

Trade marks are the words and symbols that identify the products and services offered by one company and distinguish them from those of another. They include names, brands, logos, designs, shapes and sometimes even colors. The goodwill associated with a trade mark can be one of the most valuable assets […]

After spending a large amount of time and money obtaining, maintaining and enforcing a patent, it makes sense to get as much value out of that asset as possible. The most obvious way to do this is to exploit the competitive advantage you have obtained by using the patented invention […]

In general, buying and selling a patent is much the same as buying and selling a tangible asset. The buyer should perform its own due diligence on the asset to make sure it is buying what it thinks it is buying, i.e. a valid patent. Then a Patent Transfer Agreement […]

Licensing a patent is much more complicated than a simple assignment. In fact, a Patent License Agreement could be one of the most complex agreements any company has to negotiate. But a well-planned and executed patent license strategy can provide the owner of a patent with the best of all […]

Trade marks are the words and symbols that identify the products and services offered by one company and distinguish them from those of another. They include names, brands, logos, designs, shapes and sometimes even colors. The goodwill associated with a trade mark can be one of the most valuable assets […]

Intellectual property rights allow you to legally protect the inventions, brands, logos, written material, software, designs and the like that you create for your business. The legal protections come in the form of patents, trade marks, copyrights and design rights, all of which allow the owner to prevent another person […]

A patent is the legal right to preclude another person from making, selling, offering to sell, using or importing any product or process that is covered by the patent. So if you have invented a machine that harnesses solar power and uses it to convert straw into gold, and you […]

After spending a large amount of time and money obtaining, maintaining and enforcing a patent, it makes sense to get as much value out of that asset as possible. The most obvious way to do this is to exploit the competitive advantage you have obtained by using the patented invention […]

In general, buying and selling a patent is much the same as buying and selling a tangible asset. The buyer should perform its own due diligence on the asset to make sure it is buying what it thinks it is buying, i.e. a valid patent. Then a Patent Transfer Agreement […]

Licensing a patent is much more complicated than a simple assignment. In fact, a Patent License Agreement could be one of the most complex agreements any company has to negotiate. But a well-planned and executed patent license strategy can provide the owner of a patent with the best of all […]

Once a patent has issued on your invention, you will be able to preclude anybody else from using it in the designated countries for the term of the patent. However, you need to maintain the patent by filing annual fees in each country where the patent has been granted. In […]

Unlike other forms of intellectual property such as trade marks and copyrights, inventions that are available to the public cannot be protected without registration and government approval. Unfortunately, preparing a patent application is an extremely complex process that involves the ability to thoroughly understand the science or technology involved in […]

Trade marks are the words and symbols that identify the products and services offered by one company and distinguish them from those of another. They include names, brands, logos, designs, shapes and sometimes even colors. The goodwill associated with a trade mark can be one of the most valuable assets […]

Trade marks are the words and symbols that identify the products and services offered by one company and distinguish them from those of another. They include names, brands, logos, designs, shapes and sometimes even colors. The goodwill associated with a trade mark can be one of the most valuable assets […]

The first step in protecting a trade mark used in your business is to identify the names, brands, logos, etc. that you want to register. However, there is more to this than initially meets the eye. Most businesses have numerous protectable trade marks, and new business owners are often unaware […]

Once you have registered your trade mark in Ireland or another country, no one may use the same or a similar mark in relation to the same class of goods or services without your permission. If another business infringes your trade mark, you have the right to bring an action […]

Although it is much easier to enforce a trade mark if it is registered, it is also possible to seek damages for the common law tort of “passing off”, regardless of whether the trade mark has been registered. There are three elements which must be proven in a claim for […]

After spending a large amount of time and money obtaining, maintaining and enforcing a patent, it makes sense to get as much value out of that asset as possible. The most obvious way to do this is to exploit the competitive advantage you have obtained by using the patented invention […]

Creative trade mark licensing can greatly increase a company’s revenues, as well as expand its brand identification and sales reach into territories that otherwise would fall outside of its manufacturing and distribution capacity. Licenses can be granted for a particular country or for a particular product. For example, an Irish […]

While many businesses choose to lease commercial property in order to retain flexibility and minimize large outlays of cash, there are still times when it makes sense for a company to purchase property. For example, if your company will be required to make substantial improvements to tailor its commercial property […]

It is not unusual for the owner of a business to lease residential property and offer key employees accommodation as part of their benefits package. While renting a dwelling may seem like a very straightforward proposition, especially for a business person, a large percentage of those who have leased residential […]

According to the famous axiom, the three most important rules in business are location, location and location. This holds true whether you are in the retail, restaurant, manufacturing, or almost any other line of business. Most companies will find it either impractical or inefficient to purchase property in the right […]

Almost every company will borrow money at some point to finance its operations. In many cases, the loan will come from a bank. But there may also be times when an individual, such as one of the directors or shareholders of a company, is the lender. In certain situations it […]

A secured loan, if properly put in place, is backed by the assets of the borrower. This means that if the borrower does not make a payment on the loan or otherwise defaults, the lender can sell the secured assets and apply the proceeds towards the outstanding loan amount. It […]

The shareholders and directors of a limited liability company are normally not responsible for the company’s obligations. This means that a creditor can only look to the assets of the company when seeking repayment of a debt. In some cases, however, it becomes necessary for the principal shareholders and/or directors […]

No business is an island unto itself—each relies on relationships with third parties to operate efficiently and profitably. In every such relationship, the primary business deal as well as the supplementary terms and conditions need to be agreed upon and documented. If this does not take place, then the efficiency […]

Nearly every business needs suppliers. If you manufacture products, you need raw materials and components. If you run a restaurant, you need food and beverages. If you own a retail store, you need inventory of the goods you sell. And the success or failure of your business could turn on […]

Product development and sales may get the glory, but it is distribution that is the unsung hero of any business. You can have the best product in the world and thousands of eager buyers, but if you can’t get your product into your customers’ hands, none of it has any […]

If you intend to manufacture your own goods, your production operations alone will involve many aspects of starting a new business. You will have to hire employees or independent contractors, buy or lease property and equipment, finance the operations, and protect the intellectual property involved. For this reason, many companies […]

In Ireland, lenders secure their loans through two principal forms of security interest in the borrower’s assets: a charge and a mortgage. The primary difference between the two is that the holder of a charge does not take title to the secured asset, while the holder of a mortgage does […]

A charge is an equitable interest in an asset to secure a loan. It does not transfer ownership of the asset to the lender or require possession of the asset by the lender. If the loan is repaid, the charge terminates. If the loan is not repaid, the borrower has […]

A mortgage is the most powerful form of security interest because it actually transfers title of the asset to the lender as security for the loan, subject to an agreement to transfer ownership back to the borrower when the loan is repaid. As a result, it is not possible for […]

Both charges and mortgages must be “perfected” in order to be valid against the borrower and its other creditors. To be perfected in Ireland, details of the charge or mortgage must be delivered to the Companies Registration Office (“CRO”) and registered within 21 days of creation of the security interest […]

Partnership agreements are used to regulate the manner in which the business of a partnership will be carried on and to regulate the relationship of the partners as owners of that business. A properly drafted partnership agreement will have a number of specific benefits and will set out:   the […]

As a partnership is not a separate legal entity, its partners share the profits and losses of the partnership business directly. As a result, they are directly assessed for income tax on their respective shares of the profits and losses of the partnership. However, there are numerous expenses that can […]

There are a number of advantages to having a partnership. Some of these include: Partnerships are easy to establish. They can be established informally through the conduct of partners or formally by having the proposed partners enter into a partnership agreement. A partnership agreement will regulate the business of the […]

A partnership is an arrangement where individuals (or other entities such as companies) agree to work together for the purposes of making a profit and advancing their common interests. As well as providing a structure to allow two or more people to go in to business together, partnerships also offer […]

If two companies or individuals believe that there are advantages to working together on a targeted business project, they may decide to form a joint venture. For example, if you have a restaurant and your friend has a party supply business that provides servers, chairs, tables, and the like, you […]

Every business has certain tasks that need to be performed where it does not make sense to hire an employee to do the work, both because specific skills will be required for a limited period of time, and because it would not be cost-effective to bring on an employee to […]

Regardless of whether a business is run by an experienced management team or a sole proprietor just getting his feet wet in the commercial world, it may be necessary at times to hire a consultant to provide specialized advice. Fortunately, consultants come in every shape and color, and can be […]

If a shareholder loses his share certificate or his certificate is destroyed, he is entitled to receive a new certificate from the company in which he held those shares – often on payment of a small nominal fee. However, before a company cancels an existing share certificate and issues a […]

In order to transfer shares in a limited liability company, there are a number of simple steps that you must first go through. Firstly, the seller or buyer must complete a stock transfer form (often called a share transfer form). The layout and structure of this form is prescribed under […]

Irish companies generally have two different types of share capital – authorised share capital and issued share capital. Authorised share capital is simply the maximum amount of share capital that a company can issue to its shareholders. This amount will be displayed in the Memorandum of Association of the company […]

Websites have become an integral part of running almost any line of business in today’s technology-driven economy. Although it may still be possible to do business the old fashioned way based on print and broadcast advertising, as well as word of mouth, it is almost guaranteed that a properly conceived, […]

A domain name is the key portion of a website’s internet address. Examples include microsoft.com, wikipedia.org, and subway.ie. As with trade marks, a good domain name will be memorable and drive significantly more customers to your business’s doorstep. But unlike trade marks, where two different companies can use the same […]

Unlike trade marks, domain names are not technically owned by the user. Domain names must be registered in the domain name system (DNS) database, upon which the registrant is granted the “right to use” the name. A hierarchy of organizations oversees the domain naming system: ICANN is the ultimate authority—it […]

Because there are hundreds of millions of domain names that have already been registered, you may have difficulty finding one that you are satisfied with for your business. And even if you do find an acceptable domain name, you may see a better one that has been registered and is […]

The intersection of domain names and trade marks has become a complicated area of the law that you should have some familiarity with when selecting and registering, or buying, a domain name. The complications arise from the fact that (i) registered domain names are unique and can only be used […]

A website consists of content accessible through the internet. The website of a local seafood restaurant could be as simple as a single homepage displaying the business name and logo, a photograph of the restaurant’s exterior, a few menu items, location and contact information. The website for a multinational consumer […]

Your website is the first impression that many potential customers will have of your business. For that reason, it is crucial that the site be visually appealing, easy to navigate, and function quickly and smoothly. With a well designed and developed website, visitors will linger, browse and come back often. […]