No Deal Brexit: Do UK registered companies with an Irish registered branch have to re-register?

PUBLISHED: 23rd September 2019

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Many UK companies operating in Ireland chose to establish a Branch as opposed to an Irish incorporated subsidiary from which they operate their Irish business. A branch is simply an extension of the UK company which has been registered outside of Ireland and is not considered a separate legal entity.

If the UK leaves the European Union without any deal in place on 31 October 2019, pre-existing External Companies (“Branches”) will not have to re-register with the Companies Registration Office, nor will they be required to incorporate an Irish subsidiary.  Branches will, however, be subject to filing annual returns with the CRO under non-EEA country legislation, which carries additional filing requirements.  The major result of this will be the Branch’s responsibility to state it’s called up share capital figure on the annual Form F7.  

Those looking to keep their business within the EEA and European Union post Brexit should consider the incorporation of an Irish subsidiary as a contingency to a no-deal Brexit.  A subsidiary is an independent legal entity and its liability is limited to its issued share capital.  The UK parent company can still own and control the subsidiary, but it is a separate entity incorporated within the EEA and EU, and therefore may be suitable to those with major lines of business within the EU.

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