Irish Branch Office

An external (foreign) limited company registered abroad may establish a branch in the State.

Any eligible company which is incorporated outside the State and establishes a branch in the State must be registered within 30 days of the establishment of the branch in the State.

Form F12, for an EU Country
(a) A certified copy of the Charter, Statutes or Memorandum and Articles of the company in the original language
(b) A copy of the certificate of incorporation of the company;
(c) A copy of any certificates of incorporation of any name changes of the company;
(d) Copies of the latest accounting documents.
(e) Certified English translation if required.
(f) Filing fee.

Form F13, for a non EU Country, certified translations where required

If these documents above are not written in English a certified translation is required.

Memorandum and Articles

A copy of the memorandum and articles of association of the company in the original language, should be certified as a true copy in the country in which the company is incorporated by
(a) the Registrar of Companies or
(b) a Notary Public or
(c) an Officer of the Company on oath.

Authentication Requirements

Under section 886 of the Companies Act 2014 a declaration made in a foreign jurisdiction can be authenticated as follows:
(a) For memorandum and articles originating in countries party to the EC Convention of  i.e. France, Belgium, Estonia, Latvia, Italy and Denmark, no authentication is required.
(c) For memorandum and articles originating in countries party to the Council of Europe Convention, provided that the certification has been authenticated by diplomatic or consular agents of those countries, no further authentication is required.
(d) For memorandum and articles originating in countries party to the Hague Convention of 5th October 1961, authentication of the certification is established by way of an apostille supplied by the “competent authority ” for the particular country.
e) For memorandum and articles originating in countries which are not parties to any of the above Conventions, authentication is required, as follows:
• Where the document is certified by the Registrar of Companies, his seal or signature must be authenticated by a government official in the country concerned, and then stamped as seen at the Irish Embassy in that country.
• Where the document has been certified by a notary public, the signature or seal should be authenticated by an Irish Embassy Official.
• Where the document has been certified by an officer of the company on oath, the status of the person administering the oath should be authenticated by an Irish Embassy official.

Translations

All documents in a language other than Irish or English must be translated. If the country of origin of these documents is a country which is a party to any of the above Conventions, the translation ought to be certified in that country to be a correct translation by the translator, which certification should be executed before a notary public.
If the document is not covered by any of the Conventions, and if the translation is made outside of Ireland, it must be certified to be a correct translation by an Irish diplomatic or consular officer.
If the translation is made within Ireland, it should be certified by a notary public or a solicitor.

Requirements following Registration

The following documents and notices within 30 days after the date of the occurrence of the event concerned
• Any document making or evidencing an alteration in its constitutive documents.
• Notice of a change among the directors, secretaries, persons authorised to represent the company in dealings with third parties and in legal proceedings, persons authorised to accept service of documents or persons authorised to ensure compliance with the provisions of the Act.
• Notice of a change in the address of the branch
• Notice of the winding up of the company, the appointment of  liquidators and particulars concerning insolvency proceedings

Information the branch is obliged to show

Every letter and order form used by a branch shall bear the following particulars:

• the place of registration of the company
• the place and number with which it is registered
• the name of the company (if different from the name of its branch)
• the address of its registered office,
• the place of registration of the branch and the number with which it is registered

Required documents for setting up a branch in Ireland

  • a notarised copy of the parent company’s certificate of incorporation and a notarized copy of the articles of association of the parent company;
  • a notarised copy of the parent company’s charter and copies of  the accounting documents
  • appoint a legal representative for the branch office in Ireland
  • appoint an Irish resident that satisfies the EU Branches Disclosures law demands
The Irish branch must also have a registered office.
The registration of a branch office in Ireland in 2021 may take up to 14 days

Difference between a Subsidiary and a Branch Office

The branch office is legally dependent to the parent company, while in the case of a subsidiary, the entity is seen as a separate and independent structure.

Opening a Subsidiary Company in Ireland 

  • the subsidiary is registered as a private company limited by shares
  • it is necessary to appoint only one director
  • provide the company’s articles of association and memorandum, as well as the resolution of the parent company which presents the decision of opening a subsidiary
  • have a registered office in Ireland.
The subsidiary must register with the Tax Office for paying the Corporate Tax, Value Added Tax, Pay Related Social Insurance for the company’s employees and Relevant Contract Tax.
The procedure must be certified in front of a public notary in Ireland, who will attest that the documents are completed following the applicable legislation.

Opening a Branch Office in Ireland 

  • a notarised stamped copy of the foreign company’s memorandum and articles of association
  • a copy of the certificate of incorporation of the parent company
  • the list of directors of the parent company and a copy of the annual accounts
  • the name of the Irish resident person who is authorized to act on behalf of the company
  • a registered address of the Irish branch office
A branch in Ireland is also required to report any changes regarding the company’s statutory documents and any changes related to the person who is authorised to represent the branch.

Reasons for investing in Ireland

Regardless if foreign companies prefer to opt for a branch office or a subsidiary when trading from Ireland, there are many advantages that make Ireland suitable for investment purposes.
  • the country’s index of transaction transparency has an index of 9.0;
  • in comparison with other countries, Ireland provides better conditions, as for example, in Germany, the index is of 5.0, while in the United States, it stands out at 7.0;
  • the Irish index measuring the shareholder’s power is of 7.0;
  • in the United States, it stands at 4.0 (as the value of the index increases, it means that the shareholder benefits from simpler procedures to take legal actions);
  • the index measuring the protection of the investors has a value of 7.3 in Ireland;
  • it is the highest value compared to OECD average (of 6.5), the United States (6.5) or Germany (6.0).

Subsidiary or Branch Office in Ireland

Foreign companies in Ireland

Branches or Subsidiary

Foreign businesses expanding into Ireland can set up a branch office or a subsidiarry

The Irish Branch Office

The branch office is deemed as a dependent entity from the parent company which will be entirely accountable for the obligations of the satellite business

The subsidiary in Ireland

Local business form

Compared to the branch, the subsidiary is an independent company form and will comply with the national legislation and regulation in Ireland.

Taxation differences

Corporate income tax

There are important tax differences between the branch and subsidiary. A subsidiary will be taxed on its worldwide income while the branch only on the profits obtained in Ireland.

Activities of parent companies

Limitation in undertakings

Another difference between the Irish branch and subsidiary resides in the limitation imposed on the former complete the same activities as the parent company.

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