Do you currently have a company that you want to expand into the Irish market? You might be considering setting up an Irish subsidiary or a branch office here. Maybe you have a company located in Britain and want to set up an Irish subsidiary post-Brexit.
This guide will talk you through the differences between these options and how to choose between each type. You’ll learn the different registration processes and the different tax and accounting requirements so you can make an informed decision.
It not be a straight-forward choice to make but we hope to make it easier and we’re always happy to talk to you about your situation.
What is the difference between a subsidiary and a branch?
A subsidiary is an independent legal entity that is either partially or wholly owned by another company. It has the same compliance requirements as a Limited Company in Ireland.
A branch is an extension of a company and the accounting is prepared from the parent company. It’s a foreign office of an existing company and performs the same business operations.
Setting up a subsidiary in Ireland
Registering a subsidiary is the same as setting up a new company in Ireland. One of the only differences is that the parent company will be the majority or only shareholder of the new company.
When you’re setting up a company that has another company as the shareholder, you need to appoint someone who is authorised to sign on behalf of the company. This can be a Director or other authorised person.
- Unique and distinct company name
- A least one Director
- Company Secretary
- At least one shareholder
- Registered office address
- Business address
How long does it take to set up a subsidiary?
To set up a company in Ireland, you need to complete a Form A1 and Constitution. Once the CRO receives your submission, they will start the registration process. The timing of this can vary, depending on the time of year. It can take as little as 3-5 working days to register a branch but may take longer, depending on demand at the time. Our Client Services Team regularly check CRO processing times and can better advise you on your expected wait time.
Setting up a branch in Ireland
To register a branch in Ireland, you need legalised and authenticated copies of corporate documents from the parent company and a Form F12 or F13, depending on where your parent company is based.
These documents should then be submitted to the CRO who will process your application.
What do you need to set up a branch?
- A notarised and apostilled copy of the parent company’s Certificate of Incorporation
- A notarised and apostilled copy of the parent company’s Memorandum and Articles of Association
- A copy of the parent company’s latest financial statements
- A completed Form F12 for EEA companies or Form F13 for non-EEA parent companies
- A registered office address in Ireland
- A person authorised to accept legal service in Ireland
How long will it take to set up a branch?
Once all the documentation is gathered and received by the CRO, they will start the registration process. The timing of this can vary, depending on the time of year. It can take as little as 7-10 working days to register a branch but may take longer, depending on demand at the time. Our Client Services Team regularly check CRO processing times and can better advise you on your expected wait time.
What are the different tax implications?
Both subsidiaries and branches are liable to register and pay Corporation Tax in Ireland. This should be discussed with an accountant in Ireland if you need help determining your specific tax responsibilities.
There are different rules depending on what your business does. It’s always best to seek professional advice.
If you need help, book a call with our Client Services Team. We’re happy to hear more about your business and help however we can.
What about accounting requirements?
A subsidiary has the same compliance requirements as an Irish company and therefore, needs to register for Irish taxes, file tax returns, and operate Irish payroll if they hire employees through the subsidiary.
On the other hand, branches are foreign companies and need to file a Form F7 with the CRO and submit a copy of the accounts that were filed in the parent company’s country. Note that 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.
Like subsidiaries, branches need to register for Corporation Tax and file tax returns for any Irish revenue generated. If the branch hires any employees, it will need to register for employer’s taxes in Ireland.
Talk to our Client Services Team about our accounting services if you need help determining what you need to do. We’re always happy to discuss the best services for your company.
Can you set up a branch or subsidiary from abroad?
You can set up a branch or a subsidiary from abroad but it’s important to know that you need to sign the application forms with wet ink and submit the original documents to the CRO in Dublin.
This means that if you have multiple Directors and Shareholders, they all need to sign the same documents. Digital signatures are not accepted.
When registering a subsidiary, you also need to ensure that there is at least one EEA-resident Director appointed. If not, your company needs to purchase a Section 137 Bond for non-EEA resident Directors.
Branches also need to ensure that they appoint a “person authorised to accept legal services in Ireland.” If you don’t have someone to fill this role, you can outsource the task to a Company Secretarial Service in Ireland.
How much does it cost?
This depends on several factors as each situation will be different. Below are the prices to set up the company. However, you may need to outsource some services, such as Address or Company Secretarial Services, so be sure to contact us if you need more information. You can also examine our guide on the costs of setting up a Limited Company in Ireland for more details.
|CRO application||Form F12/F13 – €60||Form A1 – €100 (paper application) or €50 (electronic application)|
|Notarised and apostilled documents||Around €100 per document||N/A|
What do I need to do next?
Deciding between a branch or subsidiary may not be easy or straight-forward, but we’re here to help you make the decision easier. It can be confusing if you don’t know what you need to do.
If you need help, you can outsource the task to a formation agent in Ireland, such as Accountant Online. We can take care of the paperwork and guide you through the setup process.
Get in touch with our Client Services Team and let us know your situation. We can schedule a one-to-one consultation with one of our accountants. Alternatively, why not join one of our Startup Webinars?
You can also email us with any questions at: firstname.lastname@example.org.