Establishing a branch or subsidiary in Ireland

• A branch requires certain legalised documents of the foreign company including Constitution, latest accounting documents and Certificate of Incorporation – English translation of constitution may be required
• A branch is not a separate legal entity. While it can act independently, it acts on behalf of, and as part of the foreign company in the home jurisdiction
• The Directors / Officers mirror that of the foreign company
• A branch must appoint ‘a person to accept service of documents and a person to ensure compliance. The same individual can act as in both capacities and must be resident in Ireland
• The parent entity is fully liable for the Branch and its activities
• A branch must have a trading address in Ireland
• The branch must register with the same name as its Parent but can use a different trading name by registering a Business Name
• There are no capital requirements for a Branch
• A branch does not need to maintain statutory registers
• A branch does not need to prepare statutory financial statements
• A branch can register for all taxes in its own right
• Depending on tax rules in home jurisdiction, the foreign company may be subject to corporate tax on the results of the Irish branch (generally with credit for Irish tax paid)

• Incorporation of a subsidiary requires the completion of Irish Companies Registration Office (CRO) statutory documentation and the drafting of a Constitution
• A subsidiary is a separate legal entity and can carry on business independently from its Parent Company
• The subsidiary must have its own board featuring a minimum of one Director (two for certain company types) and a Company Secretary
• At least one of the directors must be resident in the EEA. If none of the directors are EEA resident, the subsidiary may either take out a Bond or demonstrate that it has a ‘real and continuous economic link to the State’
• A subsidiary must have a Registered Office Address and a trading address in the State of Ireland. 
• A subsidiary must maintain a number of statutory registers including the register of directors, secretaries and shareholders
• A subsidiary is subject to significantly more Irish Company Law provisions including directors duties, obligation to keep proper books of account, general meeting obligations and capital maintenance requirements 
• A subsidiary must prepare statutory financial statements which may need to be audited
• A subsidiary can register for all taxes in its own name
• A subsidiary must pay Corporation Tax on its worldwide profits (generally with credit for any overseas taxes paid)

1. A Branch is required to file an annual Return with a copy of financial statements of the foreign company. No late penalties are currently incurred for late filing
2. Branch required to inform the CRO within 30 days of the following:
   • a change to the constituting documents of the foreign company
   • a change to the directors, secretaries or other authorised representatives of the company 
   • a change to the branch’s address in Ireland

A Branch can be deregistered with minimal costs

1. A Company is required to file Annual Return and financial statements (audited in certain cases) on an annual basis.  Penalties apply for late filing
2. Any changes to the structure of the company must be notified to the CRO
3. The company must maintain a register of beneficial owners and file to the public register of beneficial owners

A company can be dissolved by strike off, liquidation or merger

• Advice in advance of branch set up
• Arranging (or offering guidance on) collation of certified / legalised documents from home registry through our global network
• Preparation of EEA / Non-EEA branch application form
• Provision of third party to accept service / be responsible for compliance
• Provision of an address in the State

• Pre-incorporation advice
• Advising on best company form e.g. LTD or DAC or PLC
• Preparation of incorporation documents
• Provision of Registered Office Address
• Provision of Company Secretary
• Sourcing local Directors
• Provision of a Bond or Real and Continuous Link
• Assisting with Corporate