Foreign Company

After a branch is registered, it is required to notify the CRO of changes to its registered details and to file accounting documents.

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

Those documents are a copy of the accounting documents, for the financial year concerned, that the EEA company is required to cause to be prepared, and to be made public, in accordance with the laws of the EEA state in which it is incorporated. Those accounting documents shall be so delivered to the Registrar not later than 30 days (using Form F7) after the last date upon which the EEA company was required to cause such accounting documents to be made public in accordance with the laws of the EEA state in which it is incorporated. 

A copy of an accounting document is a reference to a copy that satisfies the following conditions— 
(a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy, and 
(b) it is accompanied by a certificate of a director and the secretary of the company, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and one such certificate relating to all of the accounting documents mentioned in subsection (2) suffices and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) as to the form of a signature or of a date). 

Account requirements do not apply to credit institutions

Link to Forms Page

The European Economic Area (EEA) consists of the 27 member states of the EU, (Austria, Belgium, Bulgaria, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden, United Kingdom, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia, Slovenia and Romania), plus Iceland, Liechtenstein and Norway.

Accounting documents non EEA State

State where returns are required to be presented
Those accounting documents should be so delivered to the Registrar as they are required, if such be the case, to be made public, in accordance with the laws of the state in which it is incorporated.
If a non-EEA company is from a State where a return is required, so opts it may submit to the Registrar a copy of the accounts, and a directors’ annual report on them (prepared in accordance with—
(i) Council Directive 78/660/EEC and, where appropriate, Council Directive 83/349/EEC; or
(ii) international financial reporting standards, accounts and a directors’ annual report on them; and unless the circumstances are such that auditing of those accounts is not required by the relevant Community act, cause those accounts and that annual report to be audited in accordance with Directive 2006/43/EC. It should also file a copy of the auditors’ report on those accounts and that annual report unless exempted.

State where returns are not required to be presented
If there is no requirement, under the laws of the state in which it is incorporated, that accounting documents be caused to be prepared by it, the non-EEA company shall, for each year cause to be prepared in accordance with—
(i) Council Directive 78/660/EEC and, where appropriate, Council Directive 83/349/EEC; or
(ii) international financial reporting standards, accounts and a directors’ annual report on them; and unless the circumstances are such that auditing of those accounts is not required by the relevant Community act, cause those accounts and that annual report to be audited in accordance with Directive 2006/43/EC. and should be delivered to the Registrar not later than 30 days after the date on which their preparation is completed.

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.: Memorandum 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/ person(s) responsible for ensuring compliance with the Act: File Form F3 within 14 days.
Change in address of branch in the State: File Form F4 within 14 days. Form F4 can be filed online using CORE for free.

Forms Page

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 Act.