With effect from 9 June 2018, unlimited undertakings formed outside Ireland (provided they are a subsidiary undertaking of a limited liability body corporate) who have established a branch in Ireland ("FUU") will be obliged to register details with the Irish Companies Registration Office ("CRO") and file financial statements annually.
What constitutes a branch?
A "branch" is not defined in legislation and therefore it has been left to be considered on a case by case basis. The Irish courts have held that a branch implies a place of business which has an appearance of permanency, such as an extension of the foreign company, having a local management system and being materially equipped to negotiate business with third parties, without recourse to the foreign aspect of the operation.
What new obligations does this impose?
Along with general information about the FUU (i.e. constitutional documents, details regarding the branch, FUU and its directors and secretary), a FUU will be required to file its latest financial statements on registration and annually (for so long as the branch of that FUU remains established in Ireland).
What if FUU does not file in its own State?
A FUU that is not required to prepare financial statements in its country of formation shall be required to prepare accounts together with a directors’ annual report in accordance with (i) the Accounting Directive2; or (i) international financial reporting standards, and ensure those accounts and annual report be audited3 in accordance with the Audit Directive4 and submitted to the CRO within 30 days of the date they are finalised.