Aug 14th, 2012 by Conor McCabe
[This post is exactly as it says in the title: it is a sketch, not a finished narrative. However, some might find the information useful so I decided to put it up despite its somewhat raw nature.]
I’m working from a list of the names of 3,232 companies with addresses within the IFSC. It’s 70 pages long and I got it from thestory.ie.
I entered the first 30 names on thestory.ie’s list into FAME [sub required] and although the list contains a lot of dissolved or dormant companies, I was still able to come up with the following information.
These people sit on the boards of hundreds of companies within the IFSC / financial services sector:
Eimir McGrath - 230 companies
Jennifer Coyne - 256 companies
Robert Burke - 232 cmpanies
Margaret Kennedy - 159 companies
Rhys Owens - 95 companies
Alan Geraghty - 140 companies
Roger McGreal - 172 companies [listed below those of Alan Geraghty].
There are also firms which specialize in providing company secretaries to IFSC/FDI companies.
The Irish law firm A&L Goodbody runs Goodbody Secretarial Limited, which is company secretary for 1,088 companies. They include aircraft leasing, Quinn financial services, banks, investment funds, asset management, real estate and energy.
Matsack Trust Limited, 70 Sir John Rogerson’s Quay, Dublin 2, is company secretary for 1,295 companies and is “the in-house company secretary service provided by tier-one legal firm” Matheson Ormsby Prentice. Matsack is company secretary for Microsoft Ireland. All 1,295 companies are listed here [note: pdf is 15mb].
Deutsche International Corporate Services (Ireland) is company secretary for 427 companies and is linked with Deutsche Bank. Company list is here.
It has links with the Irish law firm, Dillon Eustace.
Dillon Eustace gives a guide to Tudor Trust Limited here - and below is a quote from the website.
Tudor Trust Limited is a private company limited by shares and is wholly owned by the partners of Dillon Eustace.
It was incorporated at the same time as the constitution of the partnership of Dillon Eustace to provide company secretarial services to clients of Dillon Eustace.
The primary function of Tudor Trust Limited is to act as Company Secretary and fulfil the duties which pertain to that position. Every company must have a secretary under Section 175 of the Companies Act 1963. The Company Secretary’s duties revolve around seeing that a company complies with the Companies Acts, its own regulations and the law in general. In this regard, there is some overlap with the company’s solicitors. For this reason, we consider Tudor Trust Limited ideally suited to assume the role of company secretary of any companies for which Dillon Eustace acts or advises.
The duties of the Company Secretary as fulfilled by Tudor Trust Limited are as follows:
1. Formation of companies and ensuring their legal compliance in all aspects;
2. Maintenance of the statutory books and other registers;
3. Supervising installation of statutory registers and furnishing of copies of same;
4. Sending out the notices and agendas convening directors’, committee of directors’, shareholders’ and noteholders’ meetings;
5. Keeping the minutes of board meetings, committee meetings and shareholders’ and noteholders’ meetings;
6. Completion and filing of statutory forms in relation to directors and secretary;
7. Completion and filing of statutory forms in relation to registered office;
8. Registering transfer of shares and corresponding with the Revenue Commissioners therein;
9. Despatching share certificates;
10. Certifying share transfers;
11. Completion, filing and corresponding with the Revenue Commissioners in relation to returns of allotments;
12. Completion, signing and filing of the annual return with the Companies Registration Office;
13. Certifying as true the copies of the annual accounts attached to the annual return;
14. Filing of the annual audited accounts with the Companies Registration Office;
15. Signing the application form of a private limited company to re-register as a public company;
16. Signing the application form for a limited company to re-register as unlimited;
17. Signing the application form required for an unlimited company to be registered as limited;
18. Signing the application form and making the statutory declaration required for an unlimited company to re-register as a public limited company;
19. Making the statutory declaration required for a public limited company before it may carry on business;
20. Filing particulars of charges affecting the company’s property;
21. Filing any memorandum of satisfaction and redemption of any such charge;
22. Witnessing the affixing of the common seal;
23. Completing and signing the required application form to register a business name;
24. Making out the Declaration of Solvency in a members winding-up;
25. Communication with members of the company;
26. Drafting business letters, where directed, and ensuring that all letters and communications by companies contain any information required by statute;
27. Obtaining the Financial Regulator’s permission in relation to changes to the board of directors.
Obviously the particular functions of Tudor Trust Limited will vary depending on the type of company for which it acts. At present, Tudor Trust Limited acts as company secretary for a wide range of Irish companies, companies with tax residency in Ireland, EU and non-EU countries. Tudor Trust Limited currently acts as Company Secretary for and provides company secretarial services for a large number of non-UCITS designated and non-designated investment companies. Tudor Trust Limited also acts in a similar capacity for a large number of UCITS investment companies, private limited companies, unlimited companies and companies limited by guarantee.
The practice at Dillon Eustace is for company secretarial matters to be dealt with by the partner who had been involved in the establishment of the Fund in question. Responsibility is therefore assigned on a client by client or fund by fund basis.
Our Company Secretarial Department, managed by Vivienne Feaheny F.C.I.S. with eleven company secretarial assistants and two secretaries monitors on a full-time basis the ongoing compliance by the fund or company. The services of this Department are available to any partner, assistant or trainee on a full-time basis. The responsibility for the general running of the Department resides with Vivienne Feaheny.
The following clip is from a report done into the 14th Annual Air Finance Conference which was held in Dublin in January this year. THe speaker is from Walkers Ireland, a management services company. She makes it clear that she’s there to speak to the “major” players, which includes not only aviation industry companies but also law firms and accountancy firms.
The image below is from a brochure produced by Arthur Cox and Co. regarding Ireland and Special Purpose Vehicles.
It’s such a clear [and almost certainly unintentional] description of Ireland’s role as a conduit for capital - with the Irish middlemen picking up the fees for the access.
The pdf is here.