Certain Irish companies find it valuable or essential for businesses to open a branch in Northern Ireland. This blog will examine the process undertaken when an Irish company establishes a branch in Northern Ireland.
What Is A Branch?
A branch is merely an extension of a company and is not a separate legal entity from the Irish company. Only Irish corporations such as limited companies may open a branch. Given this, Irish businesses such as partnerships and sole traders cannot open a branch. The term used in the UK for a branch is a ‘UK establishment’ or ‘permanent establishment’ and the Irish company is referred to as the ‘overseas company’.
Registration Of A Branch In Northern Ireland
Registration of a branch in Northern Ireland is relatively simple. In order to register the branch, the Irish company must deliver a completed statutory form OS IN01 to the UK Companies House together with the registration fee and a certified copy of the company’s constitution. Where applicable, the company should also enclose a copy of the company’s latest set of accounts.
In a similar fashion to the statutory filings for limited companies, the Companies House in the UK must be notified of any changes to the information supplied at registration in connection to the Irish company or the branch. These changes are notified to the Companies House via the relevant statutory form.
The accounting documents together with a fee and the statutory form OS AA01 must be delivered to the Companies House within three months from the date on which the documents are required to be disclosed in accordance with Irish company law. Failure to deliver the accounting documents to Companies House by the due date is a criminal offence committed by every person who was a director before the end of the three month delivery period.
Company Name Sign
A company that carries on business in Northern Ireland should continuously display a sign with its company name (the name registered at Companies House) and the country in which it is incorporated at:
- Every location in Northern Ireland at which it carries on business (unless it is primarily used for living accommodation or if the company’s activities are likely to attract violent objections);
- The service address of every person resident in Northern Ireland, or the UK, authorised to accept service of document on behalf of the company.
It is important to seek professional tax advice when establishing a branch in Northern Ireland as the Irish company is likely to be liable for UK tax on the UK trading profits and on certain other UK related income and gains. As an Irish tax resident company is subject to tax on its worldwide income and gains, the profits/gains of the UK branch would also be taxable in Ireland; however, double taxation relief for any UK tax suffered on the branch profits/gains would be available in Ireland.
The process for an Irish company to establish a branch in Northern Ireland is relatively straight forward. Once established the company must ensure that it remains compliant in both Ireland and Northern Ireland. When considering the establishment of a branch, it is important to fully understand the obligations of the branch and to seek professional legal and tax advice.