By Sinead Floody, 20th July 2016
Any limited liability company that has been incorporated outside of Ireland and wishes to establish a branch of that company in Ireland, must register with the Companies Registration Office (CRO). Any branches that existed under the previous Companies Acts (Branch EU or Branch Non-EU) have become either Branch EEA or Branch Non-EEA depending on their country of incorporation.
The Companies Act 2014, in implementing Council Directive 89/666/EEC, applies its branch regulations to the equivalent of Irish Limited Companies formed abroad. Where multiple places of business operate under a combined management structure, they can be registered as one branch.
The CRO require a certified copy of the Charter, Statuses, Memorandum & Articles of Association or other instrument which documents the company’s constitution. A copy of the certificate of incorporation of the company along with any name change certificates for the company, a copy of the latest accounting documents must also be submitted as part of the application to register a branch. All of the above documents must be a certified English translation, if not already written in English or Irish.
The external company must also have a registered address in Ireland from which it conducts its business. Such registrations also require that the company has an authorised person in the State who is responsible for ensuring that all post-registration filings (below) are adhered to correctly and in a timely manner. We can provide that service, if required.
Any filings made to the registrar in the state in which the external company has been incorporated that alter the company’s constitutive documents, must be reflected in the CRO. Changes to the appointments on the company, appointment of liquidators, or a change of address must also be updated in the CRO. If the branch wishes to operate under a different name than its company name, it must register a business name.
All Branch EEA companies must furnish the CRO with their accounting documents on a yearly basis, no longer than 30 days after they have been filed with the registrar of the originating country. A Branch Non-EEA that is from a state where accounts/returns are not required to be filed with the registrar, do not have to furnish the CRO with their accounting documents each year.
Choosing to register a branch or a subsidiary company
The main difference between registering a branch and registering a subsidiary company would be the dependency on the parent company, taxation and the yearly filing requirements. The Irish government offer attractive tax exemptions to external companies registering a branch in Ireland, however branches cannot take business decisions and will depend a great deal on their parent company.
If a subsidiary company is set up, it will be subject to Irish corporation tax and strict yearly filing requirements. In the case of a branch, only the activities of the branch itself will be subject to corporate taxation in Ireland. Companies should take into account that setting up a subsidiary is an independent legal entity and its liability is limited to its issued share capital.
For more information on Branch Companies in Ireland, please do not hesitate to contact us +353(0) 1646 1625 or alternatively you can fill out a contact form on our website and an expert will be in touch shortly.
By Sinead Floody, 20th July 2016