External Companies

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

Any company which is incorporated outside the State and establishes a branch in the State must be registered with the CRO under Part 21 of the Companies Act 2014. The registration must take place within 30 days of the establishment of the branch in the State.

The New Companies Act

Under the new Companies Act, existing branches of external companies registered under the previous Companies Acts (Branch EU or Branch non EU) become either a branch EEA or a branch non EEA.

The EEA (European Economic Area) consists of the 28 member states of the EU (Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom) plus Iceland, Liechtenstein and Norway.

Place of Business Companies

External companies which had registered as a place of business under the old Companies Acts have been discontinued on commencement of the new Companies Act on 1st June 2015. The legislation regarding the place of business in the old Companies Acts has been repealed and is not catered for in the new Companies Act 2014.

Can a Place of Business Registration still be made under the Companies Act 2014?

No. The opportunity does exist to register as a Branch where the Place of Business is that of a foreign limited liability company and meets the branch registration criteria. There is no option to register with the CRO however where the Place of Business is that of a foreign unlimited liability company. In either scenario, these companies may however continue to exist and trade.

Registration of a branch

What are the procedures for registration?

Any limited 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.

One branch can cover many places of business where there is a unified management structure.

Separate registration is required for branches which comprise places of business which do not have a unified management structure. The Act, which implements Council Directive 89/666/EEC (“The Eleventh Directive”), apply to the equivalent of Irish limited liability companies.

Form F12 (for an EEA Country) must be completed for the registration of all branches. The form should be accompanied by: 

  1. A certified copy (and where required authenticated copy) 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); 
  2. A copy of the certificate of incorporation of the company;
  3.  A copy of any certificates of incorporation of any name changes of the company;
  4. Copies of the latest accounting documents.

    (i) 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

    (ii) made public (in accordance with those laws) before the end of the period allowed for.
  5. Certified English translation if required.
  6. Filing fee

Form F13 (for a non EEA Country) must be completed for the registration of all branches. The form should be accompanied by:

  1. A certified copy (and where required authenticated copy) 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);
  2. A copy of the certificate of incorporation of the company;
  3.  A copy of any certificates of incorporation of any name changes of the company;
  4. Copies of its latest accounting documents, that is to say the latest accounting documents—

    (i) prepared in relation to a financial year of the company (in accordance with the laws of the statein which it is incorporated); and

    (ii) made public (in accordance with those laws), or, if not required by those laws to be made public;
  5. Certified English translation if required.
  6. Filing fee.

Certified Translations where required

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

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 or byany person whom the officer can certify is competent to translate it. If the translation is made within Ireland, it should be certified by a notary public or a solicitor. For more information please go to Information leaflet No. 5.