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.

1. Requirements for UK Company Branch Set up

  • The branch is a place of business which has the appearance of permanency and is viewed as an extension of the parent company and is equipped to negotiate business with third parties.
  • S.1302(1) CA2014 The registration must take place within 30 days of the establishment of the branch in the State.
  • As UK is no longer in EU the Branch must file a Form F13.
    • On this form you must complete;
      • S.1302(2)(a) CA2014 – The name and legal form and the name of the branch if that is different for its name in the resident state.
      • S.1302(2)(a) CA2014 – The address of branch itself which is generally accepted as being a place of business, which has the appearance of permanency.
        • The CRO can ask for proof of this, e.g. photograph of signage etc
      • S.1302(2)(c) CA2014 – If the branch is trading under a different name to that of the company, the Trading name must be registered with Business Name Section, after the branch has been registered.
      • S.1302(2)(d) CA2014 – activity at the branch
      • S.1302(2)(g)(ii) CA2014 – Registration of a branch requires the name, address and consent of one of more ‘persons responsible for ensuring compliance’
        • This person(s) should be resident in the State;
        • authorised to accept service of documents required to be served on the EEA company; and
        • authorised to ensure compliance with the provisions of Section 1302 CA2014
      • S.1302(f) CA2014 – List of its directors and secretary and any other persons who are authorised to represent the company in dealings with third parties and in legal proceedings together with the related particulars relating to each such person
      • S.1302(2) ca2014 – Certified copy of Memorandum and articles, Charter, Statutes or other instrument which constitution of the company in its original language
        • Note: Countries party to EC Convention of 25th May 1987 do not require their governing documents to be authenticated.
      • Copy of certificate of incorporation
      • Copy of any certificates of incorporation of any registered name changes of the Company
      • S.1302(2)(b) CA2014- Certified true copy of the latest accounting documents bearing the signature of the Director and Secretary of the be company to be delivered;
        • Prepared in relation to a financial year of the company (in accordance with the laws of the state the company is incorporated in)
        • Made public (in accordance with such laws), or, if not required by those laws to be made public, prepared as so mentioned, before the end of the period allowed for compliance
        • Note the above is not a requirement for credit or financial institution
      • S.1304(2)(b) CA2014  – Each of the following so far as not ascertainable from its constitutive documents—

(i) the company’s principal place of business,

(ii) the company’s objects, and

(iii) the place where the company is incorporated.

2. Post Registration Requirements

First to flag All forms must be signed by the person resident in this state who is authorised with responsibility for ensuring compliance with the Act.

Secondly If the registration of the branch, particulars required to register the branch or post registration requirements are not complied with by an EEA or non-EEA company, the company and any officer of it who is in default shall be guilty of a category 3 offence.

Under S.1302(3) CA2014 the CRO must be notified of any changes within 30 days to the registered details;

  • Form F2 – Return of alteration in the charter, statutes, memorandum or articles of association or other instrument constituting or defining the constitution of an external company
  • Form F3 – Change of Directors or secretaries/authorised persons
  • Form F4 – Change in the situation of the address of branch
  • Form F14 – Notice of winding up of the company, appointment of liquidator and insolvency proceedings

With regards the Accounting Filing requirements below, these do not apply to credit or financial institutions.

Under S.1304(2)(b) CA2014 and S.1305(2) CA2014 The company may submit to the Registrar, Form F7 (essentially the annual return form) for the branch, true copy of the latest accounting documents bearing the signature of the Director and Secretary of the be company to be delivered;

  • Prepared in relation to a financial year of the company (in accordance with the laws of the state the company is incorporated in)
  • Made public (in accordance with such laws), or, if not required by those laws to be made public, prepared as so mentioned, before the end of the period allowed for compliance.

The Form F7 should be submitted to the CRO no more than 30 days after the parent company is required to submit its financial statements. I will come back to you on late fees but previously they did not apply but I will confirm.

There are different requirements if the Non-EEA branch where under the law of the state in question that a filing is not required. If you need further information on this please let me know.

3. RBO Requirements

Branches are not required to file beneficial ownership details with the RBO as they are not an entity incorporated in Ireland. However if the external branch is part of an EU-incorporated entity/UK, they will have filing obligations in their country of incorporation.