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.
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.
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 The legislation regarding the place of business in the old Companies Acts has been repealed and is not catered for in the new Companies Act 2014.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.
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:
Form F13 (for a non EEA Country) must be completed for the registration of all branches. The form should be accompanied by:
Certified Translations where required
If these documents above are not written in Irish or English language a certified translation is required.
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.
Copyright 2016 Public Office Address: Companies Registration Office, Parnell House, 14 Parnell Square, Dublin 1, Eircode: D01 E6W8. DX Number: 145001. Phone: +(353 1) 8045200
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