Prior to the enactment on 1 June 2015 of the Companies Act 2014
(the "2014 Act") any company
incorporated outside Ireland and carrying on business in Ireland
may either register a place of business in Ireland or register as a
The 2014 Act abolishes the concept of a "place of
Places of business that do not satisfy the branch criteria under
the EU Branch Regulations need not be registered so will simply
have no official status in Ireland; those that do satisfy those
criteria must register with the Companies Registration Office
If a non-Irish incorporated company is currently registered as a
place of business in Ireland it will not automatically become a
branch if it meets the branch criteria - a fresh application must
What Constitutes a Branch?
Unfortunately a branch is not defined by the EU Branch
Regulations. However the leading EU case of Establissements
Somafer SA v Saar- Ferngas AG stated that a branch requires a
place of business with:
(b) a local management system; and
(c) functionality to negotiate business independently with third
Registering a Branch
The 2014 Act requires that branches must register with the CRO
within 30 days of establishment. Where a non-Irish company is
currently registered as a place of business and qualifies as a
branch, it must file by 30 June 2015. Failure to so register as a
branch or file is an offence.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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