Registering an External Company

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 the Companies Act 2014. The registration must take place within one month of the establishment of the branch in the State.

The disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State are set out in Part 21 of the 2014 Act . The Regulations apply to the equivalent of Irish limited liability companies, incorporated in another State, which establish a branch in this State.

As stated the the section above, Companies Act – Part 21, one branch can cover many places of business where there is a unified management structure. Separate registration is required for branches which comprise places of business which do not have a unified management structure. These requirements apply to the equivalent of Irish limited liability companies.

There are some differences between the requirements imposed on a company from a Member State of the European Economic Area (EEA) and companies from other countries.

Companies from an EEA Member State file a Form F12 to register. The form should be accompanied by:

(a) A certified copy (and where required authenticated copy) of the Charter, Statutes or memorandum and articles of the company, or other instrument constituting or defining the constitution of the company (in the original language)
(b) A copy of the certificate of incorporation of the company
(c) A copy of any certificates of incorporation of any name changes of the company
(d) Copies of the latest accounting documents.
(i) prepared in relation to a financial year of the company (in accordance with the laws of the EEA state in which it is incorporated); and
(ii) made public (in accordance with those laws) before the end of the period allowed for.
(e) a Certified English translation is required if these documents are not written in the Irish or English language
(f) the correct Filing fee

 
Companies from a non-EEA member state file a Form F13 to register. The form should be accompanied by:

(a) A certified copy (and where required authenticated copy) of the Charter, Statutes or memorandum and articles of the company, or other instrument constituting or defining the constitution of the company (in the original language)
(b) A copy of the certificate of incorporation of the company
(c) A copy of any certificates of incorporation of any name changes of the company
(d) Copies of its latest accounting documents, that is to say the latest accounting documents:
(i) prepared in relation to a financial year of the company (in accordance with the laws of the state in which it is incorporated); and
(ii) made public (in accordance with those laws), or, if not required by those laws to be made public
(e) a Certified English translation is required if these documents are not written in the Irish or English language
(f) the correct Filing fee

 
Translations
All required registration documents that are in a language other than Irish or English must be translated.

If the country of origin of these documents is a country which is a party to any of the above Conventions, the translation ought to be certified in that country to be a correct translation by the translator, and the certification should be executed before a notary public.

If the document is not covered by any of the Conventions, and if the translation is made outside of Ireland, it must 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 translation is made within Ireland, it should be certified by a notary public or a solicitor.

Certification requirements
A copy of the memorandum and articles of association of the company (or if there is no memorandum and articles, the instrument constituting or defining the constitution of the company) in the original language, should be certified as a true copy in the country in which the company is incorporated by:

(a) the Registrar of Companies for that country, or
(b) a notary public in that country, or
(c) some officer of the company on oath before a person in that country who has authority to administer an oath.

 
Authentication requirements
Under Section 886 of the Companies Act 2014 a declaration made in a foreign jurisdiction can be authenticated as follows:

(a) For memorandum and articles originating in countries party to the EC Convention of 25th May 1987, i.e. France, Belgium, Estonia, Latvia, Italy and Denmark, no authentication is required.
(b) For memorandum and articles originating in countries party to the Council of Europe Convention, provided that the certification has been authenticated by diplomatic or consular agents of those countries, no further authentication is required.
(c) For memorandum and articles originating in countries party to the Hague Convention of 5th October 1961, authentication of the certification is established by way of an apostille supplied by the “competent authority” for the particular country.

 
The Hague Convention of 5th October 1961 is in force in the following countries:

(e) For memorandum and articles originating in countries which are not parties to any of the above Conventions, authentication is required, as follows:
– Where the document is certified by the Registrar of Companies, his seal or signature must be authenticated by a government official in the country concerned, and then stamped as seen at the Irish Embassy in that country.
– Where the document has been certified by a notary public, the signature or seal should be authenticated by an Irish Embassy Official.
– Where the document has been certified by an officer of the company on oath, the status of the person administering the oath should be authenticated by an Irish Embassy official

 
Translations
As detailed above, all required registration documents that are in a language other than Irish or English must be translated.

Yes, a limited liability partnership (LLP) which is formed under the Limited Liability Partnerships Act 2000 in the UK can register as a Branch of an External Company as it is a company incorporated with limited liability.

This following text can be stated on the prescribed Form F13 in the section which provides: ‘Legal form of the Company’:

If a LLP that has been formed under the Limited Liability Partnerships Act 2000 in the UK wishes to register a Branch under the Companies Act 2014 then it should make clear when applying to the CRO for registration as a Branch that it is a LLP formed under the Limited Liability Partnerships Act 2000.

No. The UK left the European Union as of January 31st 2020 but with transitionary provisions in place until 31st December 2020. During this period the UK’s trading relationship with the EU remained the same. The UK also continued to follow EU rules.

During the transition period the UK remained under the jurisdiction of the European Court of Justice and stayed within the single market and the customs union.

All EU regulations continued to apply to the UK, including changes made to these regulations during this period.

Once this period elapsed, the external company would be subject to filing annual returns with the CRO under the non-EEA country legislation.

Section 1304 of the Companies Act 2014 applies in relation to the submission of any changes in the company’s information. Sections 1305 and 1306 of the Companies Act 2014 applies with regards to the Annual Returns.

The European Economic Area (EEA) consists of Iceland, Liechtenstein and Norway, plus the 27 member states of the EU:

• Austria
• Belgium
• Bulgaria
• Croatia
• Denmark
• Finland
• France
• Germany
• Greece
• Ireland
• Italy
• Luxembourg
• The Netherlands
• Portugal
• Spain
• Sweden
• Cyprus
• The Czech Republic
• Estonia
• Hungary
• Latvia
• Lithuania
• Malta
• Poland
• Slovakia
• Slovenia
• Romania

Please visit External Company for more information on the post-registration requirements of External Companies.