A Branch or a Subsidiary - What’s the difference?

If you are looking at forming a new company or expanding an existing company, it is important to know the difference between a subsidiary and a branch. A subsidiary company is an independent legal entity. A branch is an extension of an existing company. 

Setting up a Subsidiary company in Ireland

A subsidiary company is an independent legal entity. As such it is subject to Irish corporation tax and is required to file company returns annually. When setting up a subsidiary, companies should be aware that its liability is limited to the issued share capital of that company. In most instances, subsidiaries are registered as Private Companies Limited by Shares (LTD).

In order to incorporate a subsidiary in Ireland the Director(s) must first provide the required Anti Money Laundering (AML) documents. These documents must be certified/notarized. These documents consist of one certified copy of the Director’s passport and two certified utility bills as proof of address. A subsidiary is also required to have a Company Secretary appointed, and a registered address in Ireland. 

Registering a Branch in Ireland

When an overseas company wants to establish a presence in another state, they sometimes use a branch to do so. The branch is seen as a part of the overseas company and is not seen as a separate legal entity. 

In order to incorporate a branch in Ireland, a certified/notarized copy of the company’s certificate of incorporation and a certified/notarized copy of the Memorandum and Articles of Association are required. A branch is required to have an authorised person appointed to accept legal service and a registered address in Ireland. 

Difference in Taxes

A branch - the activities of the branch are subject to the Irish corporate tax rate of 12.5%. The activities of the overseas parent company are subject to the tax rate of the jurisdiction where they are based.

A subsidiary - all activities of the subsidiary are subject to the Irish corporate tax rate of 12.5%.

If you are interested in setting up a branch or a subsidiary/Limited Company in Ireland, or if you would like to know which would suit your business best, you can contact us directly using the form below: