SNAPSHOTS OF THE MODUS OPERANDI OF THE IRISH FINANCIAL SERVICES SECTOR:
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 decided to use that list as it’s a lot more user-friendly than my own lists of monetary financial institutions, financial vehicle corporations and investment funds.
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].
Jennifer Coyne was the sole director of Armoin Securities, which we’ve written about before here and here and which was the subject of a Dáil question by Socialist Party TD Clare Daly.
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.
Tudor Trust Ltd is company secretary for 278 companies (see 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.
Looks like hard work. Any feel for when you will get to the ’so what’ bit - why all this matters etc? Is this corporate complexity that much different to anywhere else in the world?
i don’t see how ignorance is a solution Eoghan.
When has ignorance of a situation ever solved it?
If you read Richard Curran’s excellent article in the Sunday Business Post: A Change of Tack on Tax (August 12, 2012) it is possible to identify a “so what” bit.
Tax Justice is the What and getting that idea across over and over seems to me an ordinary decent duty. Provided, that is “so what” has anything to do with residing in a Republic.
The Arthur Cox image at the end of the link provided by Conor has a simple message: Colonialism is alive and well.
It may also illuminate the conundrum that Richard Curran expressed in his article: why are so many court cases taken by the Revenue Commissions lost?
Aren’t directors supposed to be legally responsible and diligent or whatever?
How can you claim to be responsible for 256 companies if there are literally more of them for you to look after than there are working days in the year? Will that stand up in court if even so much as one of these gets into trouble?
What’s the upper limit? If I register more companies than there are people on planet earth, does Irish law allow me to be the sole director of every one of them? And each of them to have unlimited liability? And I’d be allowed to transfer funds, assets and debts between and betwixt them at will and unlimited number of times? At millisecond speed over the internet?
The scams you could pull would shatter continents. Probably did.
Romney tax returns: Dublin listed among foreign locations
DUBLIN FEATURES alongside the Cayman Islands, Luxembourg, and Bermuda in the foreign locations listed in Mitt Romney’s tax returns for 2010. The returns are for Mr Romney, his wife Ann, three family trusts and a charitable trust.
The Goldman Sachs US$ Liquid Reserves Fund, c/o BNY Fund Services Ltd, Guild Street, IFSC, Dublin, features in a number of the returns, including the return for Mitt and Ann Romney, where cash transfers totalling $1.5 million to the fund are recorded for the year.
The W Mitt Romney Blind Trust transferred $817,182 to the fund in 2010, while the Ann and Mitt Romney 1995 Family Trust transferred $621,282.
The couple also disclosed cash transfers totalling $139,625 to the Goldman Sachs US$ Treasury Liquid Reserves Fund, with an address at the offices of Matheson Ormsby Prentice, in Dublin.
The Ann D Romney Blind Trust and the Ann and Mitt Romney 1995 Family Trust had interests in Barracuda Investments Ltd, a company based in the offices of Mason Hayes and Curran, in Barrow Street, Dublin.
Barracuda is a subsidiary of GGC Credit Opportunities LLC, part of Golden Gate Capital private equity firm in San Francisco.
Barracuda invests in financial instruments and its latest filed accounts show a loss of $5.1m in the nine months to the end of 2010. It made both multimillion losses and multimillion gains on derivative financial instruments, according to the accounts. The company had no employees and used certain services from AIB International Financial Services Ltd, according to the accounts.
Mr Romney made a fortune from his involvement with the private equity firm Bain Capital and the returns show the Ann D Romney Blind Trust had an interest in Bain Capital HDS II (Luxembourg). This company in turn owns Bain Capital (Ireland) Integral Investors Ltd, at 53 Merrion Square, Dublin 2. The Luxembourg company is in turn owned by partnerships based in the Cayman Islands.
The latest accounts for Bain Capital (Ireland) show it lost $119m in 2010, having lost $107m the year before. However, it also recorded interest expense of $119m and $107m in 2010 and 2009, respectively.
The company issued $347m to two of the partnerships, which borrowed as much again from Merrill Lynch and Lehman Brothers, and then used the money to buy notes, or bonds, in HD Suppy Inc, a leading US industrial supply company.
– Colm Keena,
Wed, Jan 25, 2012
© 2012 The Irish Times
Eoghan, I would suggest that presenting simply the “so what” argument out of context and without the legwork done is exactly why the left get dismissed in the economic sphere. Its not enough to be right, sometimes there are follow up questions. SWP can do “so what”.
Check out Nicholas Shaxson’s excellent book ‘Treasure Islands’. Offshore is now running the whole show and the IFSC is a big part of it.
The book is a must-read, get it!!