Registration of Branches in Ireland for an External Company under the Companies Act 2014

Author: Bridget Coyle and Teodora Puiu

July 9, 2018

Any company incorporated outside of Ireland which establishes a branch in Ireland must be registered with the Companies Registration Office under Part 21 of the Companies Act 2014. The registration must take place within 30 days of the establishment of the branch in the State.

The following information and documentation is required to register an external company as a branch in Ireland:

  1. A person residing in Ireland must be appointed to act for the company as follows:
    • to represent, sign contracts and agreements on behalf of the branch;
    • to be the person authorised to accept service of process and any notices on behalf of the company;
    • to ensure the compliance of the branch in accordance with EU Regulations and Irish legislation.
  2. The incorporation documents of the external company must be authenticated in accordance with EU Regulations.
  3. The branch should be registered within 7 working days once everything has been received by the Companies Registration Office and as long as everything is acceptable by them.

What constitutes an “External Company”?

The Minister for Business, Enterprise and Innovation made the Companies (Accounting) Act 2017 (Commencement) Order 2018 (the “Order”) earlier this year. Section 80 of the Order amended the definitions of “EEA company” and “Non-EEA company” within the Companies Act 2014.

From 9th June 2018, foreign companies with unlimited liability with a branch in Ireland, will fall within the definition of an external company and will be obliged to register details with the CRO and file financial statements annually.

Should you register a branch or a subsidiary company?

The main difference between establishing a branch office and registering a subsidiary company would be the dependency on the parent company, the annual filing requirements and the taxation implications. Ireland offers attractive tax exemptions to external companies establishing branch offices in the state.

If a subsidiary company is incorporated in Ireland, it will be subject to Irish corporation tax (12.5%) and strict annual filing requirements. In the situation of a branch office, 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.

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