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A foreign company which was registered abroad may establish a branch or a place of business 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 the E.C. (Branch Disclosures) Regulations 1993 (S.I. No. 395 of 1993). The registration must take place within one month of the establishment of the branch in the State. See Information Leaflet no. 5
Any company which is incorporated outside this State and establishes a Place of Business in the State must be registered with the CRO under Part XI of the Companies Act 1963. The registration must take place within one month of the establishment of a place of business in the State. See Information Leaflet no. 5
New Companies Act 2014 will replace Companies Act 1963-2013 on 1st June 2015.
External companies which have registered as a place of business under the old Companies Acts will be cancelled from 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 The legislation regarding the place of business in the old Companies Acts has been repealed and is not catered for in the new Companies Act 2014. The opportunity exists to re-register as a Branch under the new Companies Act where the Place of Business is that of a limited liability company. Such Place of Business registrations can re-register filing a form F12 (Branch EEA) or form F13 (Branch non-EEA).
The 1993 Branch Disclosures Regulations implemented the European Communities 11th Council Directive concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State. 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 Union and companies from other countries.
Prior to the introduction of these Regulations, Part XI of the Companies Act 1963 applied to all companies incorporated outside the State that established a place of business in the State. Where the company is a limited company and the place of business is a branch the 1993 Regulations now apply.
It is likely that most places of business established in this jurisdiction by limited liability companies are in fact branches and in those cases the provisions of the Regulations will apply instead of Part XI of the Companies Act 1963. Where a place of business (within the meaning of Part XI of the 1963 Act), which is not a branch, has been established, then Part XI of the 1963 Act will apply.
Places of business that perform operations ancillary or incidental to the company's business are (in general terms) not branches within the meaning of the Directive. Share registration offices would not be branches. Offices which undertake promotional activities for the business of the company (with any resulting business being dealt with by the representatives of the company in the home State) would not be a branch.
This note is merely an explanation of the approach of the Department of Jobs, Enterprise and Innovation/CRO to the operation of the Regulations implementing the 11th Council Directive and is not intended as advice as to the particular situation of any company.
Can a UK Limited Liability Partnership register as a Branch?
No. A limited liability partnership registered in the UK isn't in a position to register as a Branch of an External Company as it is not a company incorporated with limited liability. Any UK registered entity that is not a company incorporated within the scope of the Branch Disclosures Regulations cannot secure a branch registration under the 1993 Regulations.
Copyright 2015 Public Office Address: Companies Registration Office, Parnell House, 14 Parnell Square, Dublin 1 Phone: +(353 1) 8045200
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