Branch Requirements

Accounting documents

All companies, including private companies, operating a branch in the State are required to file accounting documents.

Accounting documents are:

  • The accounts of the company for the period including, if it has one or more subsidiaries, any consolidated accounts of the group;
  • Any annual report of the directors for the period;
  • The report of the auditors on the company accounts;
  • Any report of the auditors on the directors' report

The accounting documents should be accompanied by Form F7.

Link to Forms Page           Link to Fees Page

If the law of the State of incorporation of the company does not require a directors report then none is required to be filed with the CRO. However, if accounts are drawn up in accordance with 4th (Individual Accounts) and 7th (Group Accounts) EU Directives, then the directors report is required.

Regulation 11 obliges an EU company to comply with the 4th, 7th and 8th EU Directives. An EU company has the right to options under the Directives which have been availed of by its Member States implementing legislation, i.e. options to file abridged accounts, consolidated accounts (Reg. 11(1)).

Non-EU companies are obliged to draw up accounts in accordance with the 4th and 7th EU Directives where there are no State requirements for accounts in their own countries (Reg. 11(2)).

Where there are State requirements for accounts non-EU companies have a choice between filing accounts in accordance with the 4th and 7th EU Directives or in accordance with their own State law (Reg. 11(3)).

Audit

If an EU-company is not required by its own State law to have accounts audited (8th Directive) then there would be no obligation to have the accounts audited for filing in respect of the company.

If a non-EU company is not required by the law of its own State to have accounts audited, then the accounts as prepared can be filed in respect of the company.

However, if prepared in accordance with 4th and 7th Directives, then the accounts must be audited as non-EU companies are obliged to draw up accounts in accordance with the 4th and 7th EU Directives where there are no State requirements for accounts in their own countries (Reg. 11(2)).

Mortgages and charges

Companies registered as foreign companies are required to register particulars of charges on, and receivers of, their property in the State. For further information on procedures to be followed and the forms to be used, see Mortgages and Charges.

Other Changes

Changes in memorandum and/or articles of association, change in name, capital, etc.

Merorandum and/or articles of association must be certified and where required authenticated as set out in information leaflet no. 5.  See also Certification of translations on this leaflet.

File Form F2 within 14 days.

Changes in persons authorised to represent the company
File Form F3 within 14 days.

Change in person(s) responsible for ensuring compliance with Regulations, or change in address of branch in the State.
File Form F4 within 14 days. If the change is a change in the address of the branch only, then Form F4 can be filed online using CORE for free.

Termination of Branch

Notice of liquidation/insolvency/closure
Branches are required to notify particulars of the winding up of the company, the appointment of a liquidator, termination of liquidation, insolvency proceedings, arrangements, compositions or any analogous proceedings to which the company is subject and the closure of the branch. Form F14 must be delivered to the CRO within 14 days of occurrence.

All forms must be signed by the person resident in this state who is authorised with responsibility for ensuring compliance with the Regulations.

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