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 branch.
The 2014 Act abolishes the concept of a "place of business".
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 ("CRO").
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 be made.
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:
- a local management system; and
- functionality to negotiate business independently with third parties.
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.