CRO

The CRO have announced that the 26^th February 2021 filing deadline has been extended to 28^th May 2021 for companies that have an ARD on or after 30^th September 2020.

The reasons for this extension are:

1. the challenges caused by the new CORE system and
2. Level 5 restrictions

When setting up a foreign company in Ireland, the first step is to decide on the most appropriate structure – a branch or a subsidiary company.

• A branch is not a separate legal entity in its own right.
• Instead, it’s an arm of the external company operating in Ireland.
• In other words, a branch office is an extension of the parent company abroad.
• A branch performs the same business operations and operates under the legal umbrella of the parent/holding/external company.
• The parent/external/holding company has complete control over any of the branch’s decisions.
• All liabilities incurred by the branch are ultimately those of the head office located overseas.

• A subsidiary, on the other hand, is an independent legal entity.
• It can be either partially or wholly owned by the foreign company.
• It has the same compliance requirements as a that of a Limited Company in Ireland.
• A subsidiary is generally considered to be more tax-efficient than a branch because it’s liable to Irish Corporation Tax on its worldwide income.
• The subsidiary will be required to file an A1 and Constitution with the Companies Registration Office.

SUBSIDIARY

Registering a subsidiary is just like setting up a new company in Ireland.

It is an independent legal entity which is different to the parent or holding company.

Incorporation of a subsidiary requires the completion of Irish Companies Registration Office (CRO) statutory documentation and the drafting of a constitution. The only difference is that the parent company must be either the sole or majority shareholder of the new company i.e. holding at least 51% of the shares.

The subsidiary is generally registered a private company limited by shares.

When setting up a company with another company as the shareholder, someone must be appointed who is authorised to sign on behalf of the company.  This would usually be a Director or another authorised person.

The liability of the parent company is limited to the share capital invested in the Irish subsidiary

With a Parent company as the shareholder, all the existing shareholders of that parent company have the same percentage stake in the new Irish subsidiary.

As with all new Irish companies, the subsidiary will require at least one director who is an EEA resident and a company secretary.  It will also be required to have a registered office address and a trading office within the State.  The company must purchase an insurance bond if none of the directors are EEA resident, unless, the subsidiary can demonstrate that it has a “real and continuous economic link” to Ireland.

An Irish subsidiary company can avail of the 12½% Corporation Tax rate on all sales, both within Ireland as well as internationally.

BRANCH

A branch is not a separate legal entity.

It is generally considered to be an extension of its parent company abroad.

The parent company is fully liable for the Branch and its activities.

An Irish branch will only be allowed to carry out the same activities as the parent company.

In accordance with the Companies Act 2014, a branch must be registered within thirty days of its establishment in Ireland.

As a branch is deemed to be an extension of the external company, its financial statements would be consolidated with those of the parent company and legally it cannot enter into contracts or own property in its own right.

An Irish branch company only qualifies for the 12½% Corporation Tax on sales within Ireland.

A Branch is required to file an annual Return with a set of financial statements of the external company, with the CRO.

Disclaimer This article is for guidance purposes only. Please be aware that it does not constitute professional advice. No liability is accepted by Accounts Advice Centre for any action taken or not taken based on the information contained in this article. Specific, independent professional advice, should always be obtained in line with the full, complete and unambiguous facts of each individual situation before any action is taken or not taken.  Any and all information is subject to change.

The Companies Act 2014 (the “Act”) introduced the provision that a Company Limited by Shares (“LTD”) could just have a single director.

In other words, a single Director company can be a private company limited by Shares. It allows for one Director but there must be a separate company Secretary.

Starting from the 1^st of June 2015, all new companies will have a choice of two different types of companies to setup:

Private Company Limited by Shares (Ltd.)

• It allows for one Director but it must have a separate Company Secretary. A Company Secretary can be any other person or registered entity here or abroad.
• It does not have a Memorandum of Association.
• It has no objects stated in its constitution. Therefore, it can be flexible in terms of the activity it engages in.
• A one document constitution replaces the Memorandum and Articles of Association.
• In the even of the company being wound up, the members’ liability is limited to the amount unpaid on the shares they hold, if any.
• An LTD is not required to have an Authorised Share Capital.
• The name of the company must end with the “Limited” or “Teoranta.
• An LTD cannot be an insurance undertaking or a credit institution.

Designated activity company (DAC):

• Is a private company limited by shares or by shares and guarantee.
• It must have at least two directors and a Company Secretary.
• At least one of the directors is required to be resident of a member state of the European Economic Area (EEA). According to Section 137 of the Company Act states, if you do not have a Director living in the European Economic Area, then you must purchase a bond, in the prescribed bond otherwise, you can apply to the CRO to be granted a certificate confirming that your company has a real and continuous economic link with Ireland.
• It has a two document constitution consisting of a memorandum and articles of association.
• It must have a main objects clause included in its constitution.
• It can pass majority written resolutions, where the constitution allows.
• It is required to hold an AGM where there are two or more members.
• The maximum number of members is 149.
• It is required to have an Authorised Share Capital.
• The name of the company must end with “Designated Activity Company” or “Cuideachta Ghníomhaíochta Ainmnithe” unless it is exempted.

Every Limited company in Ireland is required to have a Statutory registered office in the state.  The following Irish addresses are required:

1. The registered office address which is where CRO correspondence and formal legal notifications should be sent.
2. The address where the company’s activity is carried out.

The address where the central administration of the company is carried out can, however, be located outside Ireland.

Companies will only have to meet two of the following three criteria to qualify as a “small company” for the purposes of claiming an audit exemption.

1. A turnover that does not exceed €12 million
2. A balance sheet that does not exceed €6 million
3. An average number of employees that does not exceed 50

If a company qualifies for exemption, it must annex a copy of its abridged financial statements (approved by the directors) to the annual return.

Guarantee and Group companies will be able to qualify for the audit exemption.

Audit exemption for Irish companies can be lost if their annual return is filed late. This will result in the company losing its audit exemption for the next two years.

This article is for guidance purposes only. It does not constitute professional advice. No liability is accepted by Accounts Advice Centre for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change.