5. a) A company that is a resident of a Contracting State shall also be entitled to all of the benefits of the Convention if: 　　i) at least 95 percent of the aggregate vote and value of all its shares is owned directly or indirectly by seven or fewer qualified persons or persons that are residents of member states of the European Union or of parties to the North American Free Trade Agreement (NAFTA) or any combination thereof; and 　　ii) such company meets the base reduction test described in subparagraph c) ii) of paragraph 2, provided that a resident of a member State of the European Union or a party to NAFTA shall be treated as a qualified person for the purpose of that test. 　　b) Notwithstanding the other provisions of this paragraph, a company which is in receipt of income referred to in Article 10 (Dividends), 11 (Interest) or 12 (Royalties) shall not be entitled to the benefit of those Articles in respect of such income unless at least 95 percent of its shares is held directly or indirectly by one or more persons that are residents of member states of the European Union or of parties to NAFTA or any combination thereof, who under the income tax convention between their state of residence and the Contracting State from which the income is derived would be entitled to benefits that are at least equivalent to the benefits provided under this Convention with respect to such income. 　　6. A resident of a Contracting State that is not a qualified person pursuant to the provisions of paragraph 2 shall, nevertheless, be granted the benefits of the Convention if the competent authority of that other Contracting State determines that the establishment, acquisition or maintenance of such person and the conduct of its operations did not have as one of its principal purposes the obtaining of benefits under the Convention. 　　The competent authority of the other Contracting State shall consult with the competent authority of the first-mentioned State before denying the benefits of the Convention under this paragraph. 　　7. Notwithstanding the other provisions of this Convention: 　　a) where an enterprise of Ireland derives income from the United States; 　　b) that income is attributable to a permanent establishment which that enterprise has in a third state; and 　　c) the enterprise is exempt from tax in Ireland on the profits attributable to the permanent establishment; the United States tax benefits that would otherwise apply under the other provisions of this Convention will not apply to any item of income on which the combined tax in Ireland and in the third State is less than 50 percent of the generally applicable tax that would be imposed in Ireland on an enterprise deriving such item directly from the United States. 　　Any dividends, interest or royalties to which this paragraph applies will be subject to United States tax at a rate not exceeding 15 percent of the gross amount thereof. The provisions of this paragraph shall not apply if the income derived from the other Contracting State is connected with or incidental to the active conduct of a trade or business carried on by the permanent establishment in the third state (other than the business of making or managing investments, unless these activities are banking or insurance activities carried on by a bank or insurance company). 　　8. The following definitions shall apply for the purposes of this Article: 　　a) The term "gross income" as used in subparagraph c) of paragraph 2 means gross income for the fiscal year preceding the current fiscal year provided that the amount of gross income for the fiscal year preceding the current fiscal year shall be deemed to be not less than the average of the annual amounts of gross income for the four fiscal years preceding the current fiscal year. 　　b) The term "a recognized stock exchange" means: 　　i) the NASDAQ System owned by the National Association of Securities Dealers, Inc. and any stock exchange registered with the U.S. Securities and Exchange Commission as a national securities exchange for purposes of the U.S. Securities Exchange Act of 1934; 　　ii) the Irish Stock Exchange and the stock exchanges of Amsterdam, Brussels, Frankfurt, Hamburg, London, Madrid, Milan, Paris, Stockholm, Sydney, Tokyo, Toronto, Vienna and Zurich; 　　iii) any other stock exchange agreed upon by the competent authorities of the Contracting States. 　　c) The term "units" as used in subparagraph d) of paragraph 2 includes shares and any other instrument, not being a debt-claim, granting an entitlement to: 　　i) share in the assets or income of, or 　　ii) receive a distribution from, the person. 　　d) i) The term "principal class of shares" is generally the ordinary or common shares of the company, provided that such class of shares represents the majority of the voting power and value of the company. When no single class of shares represents the majority of the voting power and value of the company, the "principal class of shares" is generally those classes that in the aggregate possess more than 50 percent of the voting power and value of the company. The "principal class of shares" also includes any "disproportionate class of shares". 　　ii) The term "disproportionate class of shares" means any class of shares of a company resident in one of the Contracting States that entitles the shareholder to disproportionately higher participation, through dividends, redemption payments or otherwise, in the earnings generated in the other Contracting State by particular assets or activities of the company. 　　iii) The term shares shall include depository receipts thereof or trust certificates thereof. 　　e) The term "resident of a member state of the European Union" means a person that would be entitled to the benefits of a comprehensive income tax convention in force between any member state of the European Union and the Contracting State from which the benefits of the Convention are claimed, provided that if such convention does not contain a comprehensive Limitation on Benefits article (including provisions similar to those of subparagraphs c) and e) of paragraph 2), the person would be entitled to the benefits of this Convention under the principles of paragraph 2 if such person were a resident of one of the Contracting States under Article 4 (Residence) of this Convention. 　　f) The term "resident of a party to NAFTA" means a person that would be entitled to the benefits of a comprehensive income tax convention in force between any party to NAFTA and the Contracting State from which the benefits of the Convention are claimed, provided that if such convention does not contain a comprehensive Limitation on Benefits article (including provisions similar to those of subparagraphs c) and e) of paragraph 2), the person would be entitled to the benefits of this Convention under the principles of paragraph 2 if such person were a resident of one of the Contracting States under Article 4 (Residence) of this Convention. 　　9. The competent authorities of the Contracting States shall consult together with a view to developing a commonly agreed application of the provisions of this Article, including the publication of regulations or other public guidance. The competent authorities shall, in accordance with the provisions of Article 27 (Exchange of Information and Administrative Assistance), exchange such information as is necessary for carrying out the provisions of this Article. ARTICLE 24 Relief from Double Taxation 　　1. In accordance with the provisions and subject to the limitations of the law of the United States (as it may be amended from time to time without changing the general principle hereof), the United States shall allow to a resident or citizen of the United States as a credit against the United States tax on income: 　　a) the Irish tax paid by or on behalf of such citizen or resident; and 　　b) in the case of a United States company owning at least 10 percent of the voting stock of a company which is a resident of Ireland and from which the United States company receives dividends, the Irish tax paid by or on behalf of the distributing company with respect to the profits out of which the dividends are paid. 　　2. For the purposes of paragraph 1, the amount of the credit less the amount of any excess paid by Ireland pursuant to paragraph 3 b) of Article 10 (Dividends) shall be treated as an income tax paid to Ireland by the beneficial owner of the dividend. 　　3. Where a United States citizen is a resident of Ireland: 　　a) with respect to items of income that under the provisions of this Convention are exempt from United States tax or that are subject to a reduced rate of United States tax when derived by a resident of Ireland who is not a United States citizen, Ireland shall allow as a credit against Irish tax, only the tax paid, if any, that the United States may impose under the provisions of this Convention, other than taxes that may be imposed solely by reason of citizenship under the saving clause of paragraph 4 of Article 1 (General Scope); 　　b) for purposes of computing United States tax on those items of income referred to in subparagraph a), the United States shall allow as a credit against United States tax the income tax paid to Ireland after the credit referred to in subparagraph a); the credit so allowed shall not reduce the portion of the United States tax that is creditable against the Irish tax in accordance with subparagraph a); and 　　c) for the exclusive purpose of relieving double taxation in the United States under subparagraph b), items of income referred to in subparagraph a) shall be deemed to arise in Ireland to the extent necessary to avoid double taxation of such income under subparagraph b). 　　4. Subject to the provisions of the law of Ireland regarding the allowance as a credit against Irish tax of tax payable in a territory outside Ireland (which shall not affect the general principle hereof): 　　a) United States tax payable under the law of the United States and in accordance with the Convention (other than payable solely by reason of citizenship), whether directly or by deduction, on profits, income or chargeable gains from sources within the United States (excluding, in the case of a dividend, tax payable in respect of the profits out of which the dividend is paid) shall be allowed as a credit against any Irish tax computed by reference to the same profits, income or chargeable gains by reference to which the United States tax is computed; and 　　b) in the case of a dividend paid by a company which is a resident of the United Statesto a company which is a resident of Ireland and which controls directly or indirectly 10 percent or more of the voting power in the company paying the dividend, the credit shall take into account (in addition to any United States tax creditable under the provisions of subparagraph a) of this paragraph the United States tax payable by the company in respect of the profits out of which such dividend is paid. 　　5. Except as provided in subparagraph c) of paragraph 3, for the purposes of allowing relief from double taxation pursuant to this Article, and subject to such source rules in the domestic laws of the Contracting States as apply for purposes of limiting the foreign tax credit, income derived by a resident of a Contracting State which may be taxed in the other Contracting State in accordance with this Convention (other than solely by reason of citizenship in accordance with paragraph 4 of Article 1 (General Scope)) shall be deemed to arise in that other State. 　　6. Where, under any provision of this Convention, income or gains is or are wholly or partly relieved from tax in a Contracting State and, under the laws in force in the other Contracting State, an individual, in respect of the said income or gains, is subject to tax by reference to the amount thereof which is remitted to or received in that other State, and not by reference to the full amount thereof, then the relief to be allowed under this Convention in the first-mentioned State shall apply only to so much of the income or gains as is remitted to or received in that other State. ARTICLE 25 Non-Discrimination 　　1. Nationals of a Contracting State shall not be subjected in the other Contracting State to any taxation or any requirement connected therewith which is other or more burdensome than the taxation and connected requirements to which nationals of that other State in the same circumstances are or may be subjected. This provision shall also apply to persons who are not residents of one or both of the Contracting States. However, for the purposes of the tax of a Contracting State, a citizen of that Contracting State who is not a resident of that Contracting State and a citizen of the other Contracting State who is not a resident of the first-mentioned Contracting State are not in the same circumstances. 　　2. The taxation on a permanent establishment or fixed base that a resident or enterprise of a Contracting State has in the other Contracting State shall not be less favourably levied in that other State than the taxation levied on enterprises of that other State carrying on the same activities. The provisions of this paragraph shall not be construed as obliging a Contracting State to grant to residents of the other Contracting State any personal allowances, reliefs, and reductions for taxation purposes on account of civil status or family responsibilities which it grants to its own residents. 　　3. Except where the provisions of paragraph 1 of Article 9 (Associated Enterprises), paragraph 5 of Article 11 (Interest), or paragraph 4 of Article 12 (Royalties) apply, interest, royalties and other disbursements paid by a resident of a Contracting State to a resident of the other Contracting State shall, for the purposes of determining the taxable profits of the first-mentioned resident, be deductible under the same conditions as if they had been paid to a resident of the first-mentioned State. 　　4. Enterprises of a Contracting State, the capital of which is wholly or partly owned or controlled,　directly or indirectly, by one or more residents of the other Contracting State, shall not be subjected in　the first-mentioned State to any taxation or any requirement connected herewith which is other or more　burdensome than the taxation and connected requirements to which other similar enterprises of the firstmentioned　State are or may be subjected. 　　5. Nothing in this Article shall be construed as preventing either Contracting State from imposing a tax as described in paragraph 7 of Article 10 (Dividends). ARTICLE 26 Mutual Agreement Procedure 　　1. Where a person considers that the actions of one or both of the Contracting States result or will result for him in taxation not in accordance with the provisions of this Convention, he may, irrespective of the remedies provided by the domestic law of those States and the time limits prescribed in such laws for presenting claims for refund, present his case to the competent authority of either Contracting State. 　　2. The competent authority shall endeavour, if the objection appears to it to be justified and if it is not itself able to arrive at a satisfactory solution, to resolve the case by mutual agreement with the competent authority of the other Contracting State, with a view to the avoidance of taxation which is not in accordance with the Convention. Any agreement reached shall be implemented notwithstanding any time limits or other procedural limitations in the domestic law of the Contracting States. 　　3. The competent authorities of the Contracting States shall endeavour to resolve by mutual agreement any difficulties or doubts arising as to the interpretation or application of the Convention. In particular the competent authorities of the Contracting States may agree, with a view to the avoidance of taxation which is not in accordance with the Convention: 　　a) to the same attribution of income, deductions, credits, or allowances of an enterprise of a Contracting State to its permanent establishment situated in the other Contracting State; 　　b) to the same allocation of income, deductions, credits. or allowances between persons; 　　c) to the same characterization of particular items of income; 　　d) to the same characterization of persons; 　　e) to the same application of source rules with respect to particular items of income; 　　f) to a common meaning of a term; 　　g) to increases in any specific dollar amounts referred to in the Convention to reflect economic or monetary developments; 　h) to advance pricing arrangements; and 　　i) to the application of the provisions of domestic law regarding penalties, fines, and interest in a manner consistent with the purposes of the Convention. They may also consult together for the elimination of double taxation in cases not provided for in the Convention. Any principle of general application established by an agreement or agreements shall be published by the competent authorities of both Contracting States in accordance with their laws and administrative practices. 　　4. The competent authorities of the Contracting States may communicate with each other directly for the purpose of reaching an agreement in the sense of the preceding paragraphs. 　　5. If an agreement cannot be reached by the competent authorities pursuant to the previous paragraphs of this article, the case may, if both competent authorities and the taxpayer agree, be submitted for arbitration, provided that the taxpayer agrees in writing to be bound by the decision of the arbitration board. The competent authorities may release to the arbitration board such information as is necessary for carrying out the arbitration procedure. The decision of the arbitration board shall be binding on the taxpayer and on both States with regard to that case. The procedures, including the composition of the board, shall be established between the Contracting States by notes to be exchanged through diplomatic channels after consultation between the competent authorities. The provisions of this paragraph shall not have effect until the date specified in the exchange of diplomatic notes. ARTICLE 27 Exchange of Information and Administrative Assistance 　　1. The competent authorities of the Contracting States shall exchange such information as is relevant for carrying out the provisions of this Convention or of the domestic laws of the Contracting States concerning taxes covered by the Convention insofar as the taxation thereunder is not contrary to the Convention, including the assessment or collection of, the enforcement or prosecution in respect of, or the determination of appeals in relation to the taxes covered by the Convention. The exchange of information is not restricted by Article 1 (General Scope). Any information received by a Contracting State shall be treated as secret in the same manner as information obtained under the domestic laws of that State and shall be disclosed only to persons or authorities (including courts and administrative bodies) involved in the assessment, collection, or administration of, the enforcement or prosecution in respect of, or the determination of appeals in relation to, the taxes covered by the Convention or the oversight of the above. Such persons or authorities shall use the information only for such purposes. They may disclose the information in public court proceedings or in judicial decisions. 　　2. In no case shall the provisions of paragraph 1 be construed so as to impose on a Contracting State the obligation: 　　a) to carry out administrative measures at variance with the laws and administrative practice of that or of the other Contracting State; 　　b) to supply information which is not obtainable under the laws or in the normal course of the administration of that or of the other Contracting State; 　　c) to supply information which would disclose any trade, business, industrial, commercial, or professional secret or trade process, or information the disclosure of which would be contrary to public policy (ordre public). 　　3. If information is requested by a Contracting State in accordance with this Article, the other Contracting State shall obtain the information to which the request relates in the same manner and to the same extent as if its own taxation were involved, notwithstanding the fact that the other State may not, at that time, need such information for purposes of its own tax. If specifically requested by the competent authority of a Contracting State, the competent authority of the other Contracting State shall provide information under this article in the form of depositions of witnesses and authenticated copies of unedited original documents (including books, papers, statements, records, accounts and writings), to the extent such depositions and documents can be obtained under the laws and administrative practices of that other State. 　　4. The competent authority of the requested State shall allow representatives of the applicant State to enter the requested State to interview individuals and examine a person's books and records with their consent. ARTICLE 28 Diplomatic Agents and Consular Officers 　　Nothing in the Convention shall affect the fiscal privileges of diplomatic agents or consular officers under the general rules of international law or under the provisions of special agreements. ARTICLE 29 Entry into Force 　　1. This Convention shall be subject to ratification in accordance with the applicable procedures of each Contracting State and instruments of ratification shall be exchanged as soon as possible. 　　2. This Convention shall enter into force upon the exchange of instruments of ratification and its provisions shall have effect: 　　a) in respect of taxes withheld at source, for amounts paid or credited on or after the first day of January next following the date on which the Convention enters into force; 　　b) in respect of other taxes, in the case of the United States, for taxable periods, and in the case of Ireland, for financial years with respect to the corporation tax and for years of assessment with respect to the income tax and capital gains tax, beginning on or after the first day of January next following the date on which the Convention enters into force. 　　3. Where the provisions of the Convention between the Government of Ireland and the Government of the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income signed at Dublin on 13 September, 1949 (hereinafter referred to as "the 1949 Convention") would have afforded any greater relief from tax to a person entitled to its benefits than is afforded under this Convention, such provisions as aforesaid shall continue to have effect for a period of twelve calendar months from the date on which the provisions of this Convention would otherwise have effect in accordance with the provisions of paragraph 2 of this Article. 　　4. The provisions of the 1949 Convention shall cease to have effect when the provisions of this Convention take effect in accordance with paragraphs 2 and 3. 　　5. Subparagraph b) of paragraph 5 of Article 23 (Limitation on Benefits) shall not have effect for a period of twenty-four calendar months from the date on which the provisions of this Convention would otherwise have effect in accordance with paragraph 2 of this Article or for a further period of twelve calendar months if paragraph 3 applies. ARTICLE 30 Termination 　　This Convention shall remain in force until terminated by a Contracting State. Either Contracting State may terminate the Convention at any time after 5 years from the date on which the Convention enters into force, provided that at least 6 months prior notice of termination has been given to the other Contracting State through diplomatic channels. In such event, the Convention shall cease to have effect: 　　a) in respect of taxes withheld at source, for amounts paid or credited on or after the first day of January next following the expiration of the 6 months period; and 　　b) in respect of other taxes, in the case of the United States, for taxable periods, and in the case of Ireland, for financial years with respect to the corporation tax and for years of assessment with respect to the income tax and capital gains tax, beginning on or after the first day of January next following the expiration of the 6 months period. 　　IN WITNESS WHEREOF, the undersigned, being duly authorized by their respective Governments, have signed this Convention. 　　DONE at Dublin in duplicate, this 28 day of July, 1997. FOR THE GOVERNMENT OF THE 　　　　　　　　　　　　　FOR THE GOVERNMENT OF UNITED STATES OF AMERICA: 　　　　　　　　　　　　　IRELAND: (s) Jean Kennedy Smith 　　　　　　　　　　　　　　(s) Charlie McCreevy