Registering an External Company
Any company which is incorporated outside the State and establishes a Branch in the State must be registered with the CRO under the Companies Act 2014. The registration must take place within one month of the establishment of the branch in the State.
The disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State are set out in Part 21 of the Companies Act 2014. The Regulations apply to the equivalent of Irish limited liability companies, incorporated in another State, which establish a branch in this State. There are some differences between the requirements imposed on a company from a Member State of the European Economic Area and companies from other countries.
The European Economic Area (EEA) consists of the 27 member states of the EU, (Austria, Belgium, Bulgaria, Croatia, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia, Slovenia and Romania), plus Iceland, Liechtenstein and Norway.
In February 2018, the Companies (Accounting) Act 2017 (Commencement) Order 2018 was signed into law. This order appoints the 9th of June 2018 as the day on which section 80 of the Companies (Accounting) Act 2017 (no. 9 of 2017) comes into operation. Section 80 amends section 1300 of the Companies Act 2014 and the definition of EEA company and non-EEA company.
According to Section 80, an EEA company means a body corporate:
(i) which is incorporated in a state (other than the State) that is an EEA state, and
(ii) whose members’ liability in respect of such body corporate is limited,
or
an undertaking:
(i) which is formed or incorporated in a state (other than the State) that is an EEA state,
(ii) whose members’ liability in respect of such undertaking is unlimited, and
(iii) which is a subsidiary undertaking of a body corporate whose members’ liability in respect of such body corporate is limited.
According to Section 30, a ‘non-EEA company’ means a body corporate:
(i) which is incorporated in a state that is not an EEA state, and
(ii) whose members’ liability in respect of such body corporate is limited,
or
an undertaking:
(i) which is formed or incorporated in a state that is not an EEA state,
(ii) whose members’ liability in respect of such undertaking is unlimited, and
(iii) which is a subsidiary undertaking of a body corporate whose members’ liability in respect of such body corporate is limited.
Yes, a limited liability partnership (LLP) which is formed under the Limited Liability Partnerships Act 2000 in the UK can register as a Branch of an External Company as it is a company incorporated with limited liability.
If a LLP that has been formed under the Limited Liability Partnerships Act 2000 in the UK wishes to register a Branch under the Companies Act 2014 then it should make clear when applying to the CRO for registration as a Branch that it is a LLP formed under the Limited Liability Partnerships Act 2000. This can be stated on the prescribed Form F13 in the section which provides: ‘Legal form of the Company’.
No. The UK left the European Union as of January 31st 2020 but with transitionary provisions in place until 31st December 2020. During this period the UK’s trading relationship with the EU remained the same. The UK also continued to follow EU rules.
During the transition period the UK remained under the jurisdiction of the European Court of Justice and stayed within the single market and the customs union.
All EU regulations continued to apply to the UK, including changes made to these regulations during this period.
Once this period had elapsed, the external company would be subject to filing annual returns with the CRO under the non-EEA country legislation.
Section 1304 Companies Act 2014 applies in relation to the submission of any changes in the company’s information. Sections 1305/1306 Companies Act 2014 applies with regards to the annual returns.