A foreign 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 the E.C. Branch Disclosures Regulations 1993. The registration must take place within one month of the establishment of the branch in the State.
The registration fee for a branch is the same as setting up a new company in Ireland, it is an unusual request and rarely done in Ireland. The most important branch requirements are:
- A physical person must be appointed, with an Irish address, to ensure that they can take legal responsibility and accept legal service on behalf of the branch office
- The branch must have actual working premises in Ireland – this is not the registered office
- All liability incurred in Ireland is the responsibility of the parent company
Establishing a Branch
After the branch has been registered with the CRO, every letter and order form used by a branch of a company is required to bear the following particulars:
- The place of registration of the company
- The number with which it is registered
- The legal classification of the company
- The address of its registered office
- The place of registration of the branch, and its registration number
- In respect of each director, the following details:(i) present forenames, or the initials and present surname, (ii) any former forename and surnames, and (iii) nationality, if not Irish.
Also the following particulars must be exhibited obviously at the branch office:
- The company name
- The name of the country in which the company is incorporated
- If applicable, the fact that the liability of the members of the company is limited
If share capital of the company is mentioned on business letters or order forms, the reference must be to the paid-up share capital.
Documents to be submitted
Form F1 must be completed for the registration of the company. A certified copy of the memorandum and articles of association (if no memorandum and articles, the instrument constituting or defining the constitution of the company) should accompany the form. This document should be certified as a true copy in the country in which the company is incorporated by:
- The Registrar of Companies
- A notary public
- An officer of the company on oath before a person having authority to administer an oath
For countries other than Great Britain or Northern Ireland, the memorandum and articles of association must be authenticated. For other countries which are not party to the E.U. Convention, Council of Europe Convention or the Hague Convention, when certified by the Registrar of Companies, his/her seal or signature must be authenticated by a government official and then stamped as seen at the Irish Embassy.
When certified by a notary public an Irish Embassy official should authenticate the signature or seal. When certified by an officer of the company on oath, an Irish Embassy official should authenticate the status of the person administering the oath.
If the memorandum and articles of association or other documents are in a language other than Irish or English, the documents should be translated. If the translation is made outside of Ireland it should be certified to be a correct translation by an Irish diplomatic or consular officer or by any person whom the officer can certify is competent to translate it.
If the company commences to trade in this jurisdiction under a name other than its corporate name, the business name must be registered under the Registration of the Companies Act 2014.
If you would like to proceed with the registration of a branch office please email us at: firstname.lastname@example.org