External Companies

Overview

External companies are limited liability body corporates established outside the State. Part 21 of the Companies Act 2014 prescribes different rules for EEA companies in accordance with the Branch Disclosure Directive and for non-EEA companies.

Where an external company (whether EEA or non-EEA incorporated) has a branch established in the State, it is subject to the requirements of Part 21 of the Companies Act. It applies when a branch in the State is established by the external company, or where immediately before the commencement of the Act, a branch in the State stands established by it, and the foregoing branch is not subsequently closed or has not otherwise ceased to be established in the State, at the relevant time.

Charges and judgment mortgages on property in the State created by external companies must be registered in the same manner as by an internal company.  The former so-called Slavenburg file is no longer maintained.  Charges may not be registered in respect of foreign companies unless they are registered as external companies.

Most of the legislation concerning liquidations, compliance and the enforcement of companies law applies to external companies.


Registration of Branch

An EEA company that establishes a branch in the State must within 30 days deliver a certified copy of its constitutive documents to the CRO.  It must notify and deliver to the CRO the following in the prescribed form

  • its name, legal form and the branch name if different from that name,
  • a copy of the certificate of incorporation;
  • address of the branch;
  • activities of the branch;
  • registered place and number;
  • a list of directors and secretaries including particulars of their forename and surname, former surnames and forenames, dates of birth, usual residential addresses, nationalities, business occupations, particulars of other directorships in the State and elsewhere held by such person
  • the extent of that person’s powers in respect of the branch;
  • copies of its latest published financial statements in accordance with the laws of the EEA state concerned.

It must include the name and address of person’s resident at the State who are authorised to accept service of documents required to be served on the EEA external company and persons who are authorised to ensure compliance with the obligations in relation to external companies, together with their written consent to act.


Further Registration

If an EEA external company has established a branch in the State, it must deliver to the CRO within 30 days after the occurrence of the following:

  • amendments to its constitutive documents;
  • changes in director/secretary or other persons authorised to represent the company or any of their particulars;
  • notice of change of address;
  • notice of winding up or the appointment of a liquidator;
  • notice of closure of the branch.

As long as it has a branch established in the State, an EEA external company shall deliver to the CRO, a copy of the accounting documents for the financial year required to be prepared under the law of the EEA state of incorporation, not later than 30 days after the date on which it is obliged to publish those documents in accordance with the laws of that other State.


Non-EEA Companies

If a non-EEA company establishes a branch in the State, broadly similar requirements apply to those applicable to an EEA branch. Much the same documents must be filed within 30 days of the establishment of the branch. Similarly, changes in the particulars must be registered within 30 days. This includes

  • changes in the constitution;
  • changes in directors
  • changes in registered office;
  • notice of winding up and appointment of liquidators and particulars concerning their powers must be registered;
  • notice of closure of the branch.

Accounting Documents

For so long as a branch stands established in the State, a non-EEA company shall deliver to the CRO, in the prescribed form, its accounting documents for the financial year concerned required to be prepared in accordance with the law of the state of incorporation. If there is no such requirement, the non-EEA company shall cause accounts to be prepared in accordance with International Financial Reporting Standards or the standards prescribed by EU Directive.

Unless the circumstances are such that auditing is not required by the relevant EU legislation, it must cause the accounts to be audited. If a non-EEA company so opts, if may file the latter EU Directive or IFRS reports in place of the accounting documents that the company is obliged to prepare under its home state legislation.

The accounting documents are to be delivered to the CRO within 30 days after they have been made public in the relevant non-EEA state or would have been so required if it opts to prepare EU Directive / IFRS accounts. If there is no such requirement in the home state, then the accounting documents are to be delivered to the CRO within 30 days after completion of the preparation of the accounts.

A non-EEA company shall at the time it delivers accounting documents to the CRO, deliver a statement in the prescribed form indicating the amount of its called-up share capital as of a date not earlier than two months before unless the information is contained in certain earlier filed documents.


Publicity

While an EEA branch of an external company is established in the State, every letter and order form that issues relating to that branch must have the following details:

  • place of registration of the company and number under which it is registered;
  • name of the company if different from the name of the branch;
  • if legal form;
  • address of the registered office;
  • in the case of a company being wound up, the fact that it is being wound up; and
  • the fact that the branch is registered in the State and the registered number under which it is registered.

If any of the above refer to share capital, it must ensure the reference is to paid-up share capital.

While a non-EEA branch of an external company is established in the State, similar requirements to those above apply (save the in relation to winding up).   Breach is a category 3 offence on the part of the company and every officer in default.


Service on External Company

Every document required to be delivered or notified by an external company, if not in English or Irish language, must have a certified translation into English or Irish attached. In the case of a discrepancy between the original and the certified translation, the latter may not be relied on against by the external company against a third-party. A third-party may nonetheless rely on the translation as against the external company unless the company proves that the third-party had knowledge of the text of the document in its original language.

Any document required to be served on an external company shall be sufficiently served if addressed to the person, particulars of whom have been delivered to the Registrar as authorised to accept service, and left at or sent by post to the address which has been so delivered.

A document may be served on an external company by leaving it or sending it by post to any branch established in the State by it,

  • where the external company makes default in delivering to the Registrar particulars of a person’s resident in the State authorised to accept service on behalf of the company or
  • if any time all the persons whose particulars have been so delivered are dead or have ceased to reside or refuse to accept service on behalf of the company or cannot be served.

This provision ceases to apply to an external company two years after the date it closes the branch.


References and Sources

Primary References

Companies Act 2014 (Irish Statute Book)

Companies Act 2014: An Annotation (2015) Conroy

Law of Companies 4th Ed.  (2016)  Ch.35   Courtney

Keane on Company Law 5th Ed. (2016) Ch.6 Hutchinson

Other Irish Sources

Tables of Origins & Destinations Companies Act 2014 (2016) Bloomsbury

Introduction to Irish Company Law    4th Ed. (2015) Callanan

Bloomsbury’s Guide to the Companies Act 2015      Courtney & Ors

Company Law in Ireland 2nd Ed. (2015) Thuillier

Pre-2014 Legislation Editions

Modern Irish Company Law   2nd Ed. (2001) Ellis

Cases & Materials Company Law 2nd Ed. (1998) Forde

Company Law 4th Ed. (2008)  Forde & Kennedy

Corporations & Partnerships in Ireland (2010) Lynch-Fannon & Cuddihy

Companies Acts 1963-2012   (2012)  MacCann & Courtney

Constitutional Rights of Companies   (2007)  O’Neill

Court Applications Under the Companies Act (2013) Samad

Shorter Guides

Company Law – Nutshell 3rd Ed. (2013) McConville

Questions & Answers on Company Law (2008)        McGrath, N & Murphy

Make That Grade Irish Company Law 5th Ed. (2015) Murphy

Company Law BELR Series (2015)   O’Mahony

UK Sources

Companies Act 2006 (UK) (Legilsation.gov.uk)

Statute books Blackstone’s statutes on company law (OUP)

Gower Principles of Modern Company Law 10th Ed. (2016) P. and S. Worthington

Company Law in Context 2nd Ed. (2012) D Kershaw

Company Law (9th Ed.) OUP (2016) J Lowry and A Dignam

Cases and Materials in Company law 11th Ed (2016) Sealy and Worthington

 

UK Practitioners Services

Tolley’s Company Law Handbook

Gore-Browne on Companies

Palmer’s Company Law