TSA Pre-Signing Review
Scope the Irish TSA before you sign.
We scope the data and PAYE dependencies into the TSA while you still hold leverage. Fixed-fee proposal in 48 hours. The first conversation is always free.
A TSA carve-out in Ireland turns on the automatic transfer under the 2003 TUPE regulations, real time PAYE reporting to Revenue, and data protection led by the Data Protection Commission. The work belongs inside the broader carve-out advisory plan. Ireland is a common EMEA hub, so the data and entity workstreams often carry weight beyond the local headcount.
Ireland implements the European directive through the European Communities Protection of Employees on Transfer of Undertakings Regulations 2003. Employees of the transferring business move to Newco automatically on their existing terms, with service preserved. The buyer cannot select who transfers, and dismissal connected to the transfer is prohibited unless it meets an economic, technical, or organisational reason entailing changes in the workforce.
The regulations require information and consultation with employee representatives no later than 30 days before the transfer where reasonably practicable. Both transferor and transferee carry obligations, so the buyer provides the seller with information about measures it plans and confirms a compliant consultation before completion.
Collective agreements transfer and continue to bind, and the buyer honours them until lawfully varied. Terms and conditions are protected, so harmonising downward immediately after the transfer is restricted and risky.
For the TSA the transferred staff often continue on seller systems during transition, and the agreement defines management and protects Newco from inheriting a liability created during the shared period.
Newco registers as an employer with Revenue and operates PAYE under the modernised real time regime, where payroll details are reported to Revenue on or before each pay date. The employer scheme, payroll software, and banking must be live before the first run, so a seller run payroll TSA for a cycle or two is common while Newco completes registration.
PRSI social insurance and the universal social charge are operated through payroll, and pension auto enrolment is being introduced in Ireland, so the buyer confirms the current obligations and any scheme the employees carry across. Employer pension contributions transfer with the staff.
Corporation tax registration and the Newco entity setup with the Companies Registration Office complete the statutory stand-up. Ireland’s 12.5 percent trading rate makes the entity and substance position commercially important, and the buyer confirms the structure with tax advisers during diligence.
The buyer holds the payroll TSA to cost-plus or fixed-fee with audit rights and a firm exit date, the same discipline applied everywhere.
Where the Irish entity also employs staff who serve other group locations, the buyer maps which roles are genuinely attached to the transferring activity, because the assignment test decides who moves. An imprecise mapping leaves Newco either short of capability or carrying staff it did not intend to acquire.
Ireland applies the GDPR under the Data Protection Act 2018, supervised by the Data Protection Commission. Because many multinationals base their European operations in Ireland, the DPC frequently acts as lead supervisory authority for cross border processing, which raises the stakes on any carve-out touching Irish hosted data.
Employee and customer personal data that Newco holds, or that the seller processes for Newco during the TSA, needs a lawful basis, a controller and processor map, and proportionate security. Where the Irish entity is the European data hub, the buyer pays particular attention to the controller position and to international transfers.
A processor agreement covers the seller processing during the shared system period, with security obligations and a return or deletion duty at exit. Transfers outside the EU require a valid mechanism, and the buyer confirms the seller arrangements rather than assuming them.
A migration data protection impact assessment is prudent given the DPC profile and provides the evidence trail expected after any incident.
Because Ireland often hosts the controller entity for European operations, the buyer also confirms the records of processing and the data transfer inventory before completion, since Newco inherits the accountability for them. A clean handover of the data protection documentation, rather than a verbal assurance, is what protects Newco when the DPC asks who was responsible during the transition.
Irish consultation runs through recognised unions or elected employee representatives, with the 30 day information and consultation duty under the TUPE regulations. Ireland also has an information and consultation framework for larger employers, but the transfer specific duty is the one that governs the carve-out timeline.
The information covers the fact and timing of the transfer, the reasons, and the legal, economic, and social implications, along with any measures. The buyer feeds its planned measures into the seller process so consultation is meaningful rather than a formality.
Where unions are recognised, the buyer engages constructively and honours collective terms during transition. The consultation is lighter than the German or French process but still a precondition the buyer confirms before completion.
Buyers running an Irish entity alongside a UK one coordinate the two consultations, since the UK carve-out follows a closely related TUPE pattern.
The Irish TSA scope covers payroll, IT and identity, finance, and any shared EMEA platforms hosted from Ireland, each with a clear description, a service-level target, and a price held to cost-plus or fixed-fee. Where Ireland hosts regional systems, the buyer scopes the TSA to the regional dependency, not just the local one.
Cutover is sequenced and gated. Payroll cuts after a clean parallel and a Revenue reporting dry run, IT after a tested migration, finance at a period close. Each step has a reconciliation gate and a rollback trigger.
Cost discipline is set before signing. The buyer benchmarks the seller charges, removes unjustified mark-up, and structures exit fees that fall over the term so the incentive favours an early, clean exit.
A disciplined Irish separation leaves Newco running its own PAYE, its own systems, and its own data estate under the DPC, with the seller dependency closed on agreed terms. That outcome starts with a pre-signing review that scoped the TSA before leverage shifted to the seller.
Given Ireland’s role as an EMEA hub, the buyer also confirms which shared regional systems are hosted or administered from the Irish entity, because exiting those touches users well beyond Ireland. The TSA scope reflects the regional dependency, and the exit plan sequences the regional users alongside the local ones.
The European Communities Protection of Employees on Transfer of Undertakings Regulations 2003 transfer employees automatically on existing terms with service preserved. Transfer connected dismissal is prohibited absent an economic, technical, or organisational reason entailing workforce changes.
Payroll details must be reported to Revenue on or before each pay date under the real time regime. The employer registration, software, and banking must be live first, so most buyers take one or two seller run cycles under the TSA before cutover.
The Data Protection Commission supervises the GDPR in Ireland and often acts as lead authority for multinationals based there. Where the Irish entity is the European data hub, the buyer scrutinises the controller position, international transfers, and the seller processor agreement.
The regulations require information and consultation with representatives, generally at least 30 days before the transfer where practicable. The buyer confirms a compliant process and feeds in its planned measures before completion rather than after.
Article 44 transfer, Social Security stand-up, and the AEPD.
Read the article →TUPE, PAYE modernisation, and the DPC under GDPR.
Read the article →The framework for sequencing a carve-out across multiple jurisdictions.
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We scope the data and PAYE dependencies into the TSA while you still hold leverage. Fixed-fee proposal in 48 hours. The first conversation is always free.
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