Q. We have a client that is registered in another country and wishes to establish an entity in Ireland and have asked whether this should be a new company in Ireland which may be a subsidiary of the existing company or a branch. What should the client consider?
The answer will depend on numerous factors but here we consider the key differences and similarities between the two types of entities. There will also be other factors to consider such as how a company or branch are treated for accounting and tax purposes and if there is a requirement for a complete separate legal entity.
| Company | Branch |
|---|---|
| Incorporation | Incorporation |
| • Is a separate legal entity | • Is not a separate legal entity |
| • Has its own constitution | • Is governed by parent's company constitution |
| • Has its own Board of Directors | • Uses the same name as parent company |
| • Needs at least one EEA resident Director or a Non-Resident Bond or a real and continuous link | • Has the same Directors as parent company |
| • Must have a registered office in the state | • Must appoint someone resident in the state to accept service of documents and ensure compliance |
| • Has share capital and shareholders | • Must have a business address in the state |
| • Will have its own CRO number | • Does not have share capital or shareholders |
| • Will have its own CRO number |
| Compliance | Compliance |
| • Must file B1 annual return and own financial statements each year | • Must file F7 and Financial statements of parent company each year |
| • Beneficial owners must be listed on the RBO | • No RBO filings necessary |
| • Changes to the Board and addresses to be notified to CRO | • Changes to the Board and addresses to be notified to CRO |
| Wind up | Wind up |
| • Can be wound up voluntarily or by liquidation | • Required to notify the CRO of liquidation or closure |
Companies Registration Office filings – for registration of a Branch
If a company does decide to go down the branch route, they will have to submit a Form F12 or F13 depending on whether the parent company is an EEA registered company or a Non-EEA Registered company.
Other documents that must be filed when registering a branch are:
- A certified copy (and where required apostillied) of the Charter, Statutes or memorandum and articles of the company, or other instrument constituting or defining the constitution of the company (in the original language)
- A copy of the certificate of incorporation of the company
- A copy of any certificates of incorporation of any name changes of the company
- Copies of the latest accounting documents
- prepared in relation to a financial year of the company (in accordance with the laws of the EEA state in which it is incorporated); and
- made public (in accordance with those laws) before the end of the period allowed for
- Certified English translation if required
- Filing fee
Companies Registration Office filings for registration of a Subsidiary
If the foreign company does decide to set up a new company, it will need to file an A1 and Constitution with the CRO.
If you need any assistance with setting up with a Company or a Branch or want to discuss both options, please feel free to contact us at amy@clscs.ie or 059 9186776
Note: The content within the newsletter is provided for information purposes only and does not constitute legal or other advice.
Share this on...