External Company
Whether the Branch is that of an EEA company or a non-EEA company, the following documents and notices must be submitted/published within 30 days after the date of the occurrence of the event concerned, namely:
- Any document making or evidencing an alteration in its constitutive documents should be noted using Form F2 and the amended text of its constitutive documents.
- Notice of a change among the directors, secretaries, persons authorised to represent the company in dealings with third parties and in legal proceedings, persons authorised to accept service of documents or persons authorised to ensure compliance with the provisions of the Companies Act 2014. Any change in any of the particulars relating to such persons, specifying the date of the change should also be noted on the Form F3.
- Notice of a change in the address of the branch together with the new address of the branch using Form F4.
- Notice of the winding up of the company, the appointment of one or more liquidators, particulars concerning them and their powers and the termination of the winding up and particulars concerning insolvency proceedings, arrangements, compositions or any analogous proceedings to which the company is subject, as well as notice of the closure of the branch or its otherwise ceasing to be established in the State. Where any of these occur, a Form F14 must be submitted to the CRO.
All forms must be signed by the person resident in this state who is authorised with responsibility for ensuring compliance with the Act.
Every letter and order form used by a branch of an EEA company shall bear the following particulars:
- the place of registration of the company
- the number with which it is registered
- the name of the company (if different from the name of its branch) and the legal form of the company
- the address of its registered office
- in the case of a company which is being wound up, the fact that that is so
- the place of registration of the branch and the number with which it is registered
If on any letter or order forms there is reference to the share capital of the company, the reference shall be to the paid-up share capital.
If the company commences to trade under a name other than its incorporated name, the business name must be registered under the Regulations of Business Names Act 1963 on Form RBN1B.
Every letter and order form used by a branch of a non-EEA company shall bear the following particulars:
- if the law of the state in which the company is incorporated requires entry in a register, the place of the registration of company and the number under which it is registered; and
- the name of the company (if different from the name of its branch);
- the place of registration of the branch and the number with which it is registered
If on any letter or order forms there is reference to the share capital of the company, the reference shall be to the paid-up share capital.
If the company commences to trade under a name other than its incorporated name, the business name must be registered under the Regulations of Business Names Act 1963 on Form RBN1B.
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
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) Accounting Directive (within the meaning of Part 6 Companies Act 2014); 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 the Audit Directive (within the meaning of the 2016 Audit Regulations SI 312 of 2016). It should also file a copy of the auditors’ report on those accounts and that annual report unless exempted.
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) Accounting Directive (within the meaning of Part 6 Companies Act 2014); 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 the Audit Directive (within the meaning of the 2016 Audit Regulations SI 312 of 2016). and should be delivered to the Registrar not later than 30 days after the date on which their preparation is completed.
Accounting Directive in Part 6 Companies Act 2014 means Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC.
A copy of the accounting documents or accounts and other documents shall be delivered to the Registrar not later than 30 days after:
- (i) in the case of those accounting documents, the last date on which, in accordance with the laws of the state in which it is incorporated, the non-EEA company was required to make public such accounting documents; or
(ii) in the case of the accounts and other documents where the returns are not required to be presented, the last date on which, in accordance with those laws, the non-EEA company would have been required to make those accounts and other documents public were they accounting documents;
and if there is no requirement, under the laws of the state in which it is incorporated, that the non- EEA company cause to be published accounting documents that have been prepared by it, the date on which the preparation of those accounting documents or accounts and other documents is completed.
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.