Setting Up an Irish Subsidiary as an Overseas Company: What to Include and How It Works

Last updated November 2026. General information only, not legal advice.

An Irish subsidiary setup is the usual route for a UK, US or other overseas business that wants a permanent presence in Ireland. Usually the subsidiary is a private company limited by shares (an “LTD”) registered with the Companies Registration Office (CRO), with the parent as sole shareholder. This guide covers how to set up a subsidiary in Ireland: what to include, the rules that catch overseas owners, and the filings that follow.

Branch or subsidiary? The first decision

A subsidiary is a new Irish company with its own legal personality and limited liability. A branch is the overseas company itself registered as an external company under Part 21 of the Companies Act 2014; it is not a separate legal person, so the parent carries its liabilities directly. A branch must be registered within 30 days of being established, on Form F12 (EEA companies) or Form F13 (non-EEA, including the UK), with certified copies of the parent’s constitution, certificate of incorporation and latest accounts, and the parent’s accounts are then filed with the CRO every year. Most groups choose a subsidiary because it ring-fences Irish risk and keeps the parent’s accounts off the Irish register.

Irish subsidiary setup: minimum requirements for an LTD

Directors and PPS numbers

An LTD can have a single director, who must be an individual aged 18 or over. Every director on Form A1 must give a PPS number under section 888A of the Companies Act 2014. Overseas directors without one apply through CORE for an Identified Person Number (IPN) using Form VIF, a sworn declaration of identity. Since 30 April 2026 the CRO accepts only a VIF witnessed in person, so allow time.

The EEA-resident director rule

Under section 137 of the Companies Act 2014, at least one director must be resident in an EEA state (the EU plus Iceland, Liechtenstein and Norway). The UK is not in the EEA, so UK-based directors alone do not satisfy it, and an alternate director does not count. Residence under section 141 means 183 days in the State in a 12-month period, or 280 days across two. The alternatives are:

• A section 137 bond to the value of €25,000, issued by a bank, building society, insurance company or credit institution for at least two years, covering specified fines and penalties the company fails to pay.
• A section 140 certificate that the company has a “real and continuous link with one or more economic activities” in the State, applied for on Form B67 with a Revenue statement. This suits a company already trading here.

Secretary, registered office and activity

Every company needs a secretary; a sole director cannot also be the secretary, but a body corporate can be. The registered office must be a physical Irish address, not a PO box. Form A1 must state the company’s activity (with NACE code), where in the State it will be carried on and where central administration will be conducted; a company must actually carry on an activity in the State.

Constitution and share capital

An LTD has a single-document constitution following Schedule 1 of the Companies Act 2014 and states no objects. There is no minimum share capital, but each subscriber must take at least one share. The parent is normally sole subscriber and signs the constitution. Check the parent’s own law too: many jurisdictions require a board resolution first.

Filing Form A1 and the deadlines that follow

Incorporation is filed online through CORE. The A1 gives the name, registered office, officers and consents, subscriber and shares, activity details and a declaration of compliance. The online fee is €50. The CRO aims to issue the certificate within ten working days under the ordinary online scheme, or five under the Fé Phráinn scheme.

• Register of Beneficial Ownership: within five months, file every natural person who ultimately holds more than 25% of the shares or voting rights, looking through the parent and any companies above it. If no individual qualifies, the senior managing officials are entered. A listed parent is exempt but its subsidiary is not. Beneficial owners without a PPS number also need an IPN.
• First annual return: the first annual return date is six months after incorporation. Form B1 is filed within 56 days with no financial statements; the next return, twelve months later, needs them. A late return attracts a late filing penalty that increases daily, and a late filing can also cost the company its audit exemption. See our annual return filing guide.

Revenue registration and tax residence

A company incorporated in Ireland on or after 1 January 2015 is tax resident in Ireland unless a double taxation agreement treats it as resident elsewhere. Where the board actually meets still matters for treaty tie-breakers and for the parent’s own tax authority, which may look at central management and control.

Tax registration needs the CRO number first. A tax agent registers the company through ROS; otherwise it files Form TR2, covering corporation tax, employer PAYE and VAT. Returns then go through ROS.

• Corporation tax is 12.5% on trading income and 25% on non-trading income such as rent.
• VAT registration is compulsory once turnover exceeds €85,000 for goods or €42,500 for services in the current or previous calendar year, applied for within 30 days. These figures date from 1 January 2025; Budget 2027 (6 October 2026) did not change them.
• Groups with consolidated revenue of €750 million or more in two of the four preceding years fall within Pillar Two, a 15% minimum effective tax rate in each jurisdiction.

Banking and anti-money-laundering checks

Opening an Irish business account for a foreign-owned company usually takes longer than the incorporation. Banks must identify the directors and every beneficial owner up the chain, and typically ask for the certificate of incorporation, constitution, ownership chart and certified identity documents.

When you need a solicitor or accountant

Get advice if the structure involves intra-group funding, intellectual property or management charges (transfer pricing); if the activity is regulated, such as banking or insurance; if you are choosing branch or subsidiary on tax grounds; if the parent is owned through trusts, funds or nominees; or if you will employ staff in Ireland. For any of these, find a solicitor through the Law Society and engage an accountant familiar with cross-border groups.

What the template can and cannot do

The Irish Subsidiary Setup for Overseas Owners pack gives an overseas parent the checklist and standard documents for a single-shareholder LTD, with notes on the A1, RBO and tax steps. See our CRO compliance templates and our guide on how to register a company in Ireland.

The pack cannot obtain a bond, certificate or IPN for you, open a bank account, advise on tax or transfer pricing, or draft bespoke shareholder, intra-group or employment agreements. It is not suitable for regulated businesses, joint ventures or groups with complex ownership. Those need a solicitor.

Frequently asked questions

Branch vs subsidiary Ireland: which should an overseas company choose?

A subsidiary is a separate Irish company with limited liability. A branch is the overseas company itself registered under Part 21 of the Companies Act 2014, with the parent directly liable and its accounts filed publicly each year. Most groups choose a subsidiary, but take tax and legal advice first.

EEA resident director requirement Ireland: does my subsidiary need an Irish director?

Not necessarily Irish, but at least one director must be resident in an EEA state under section 137 of the Companies Act 2014; the UK is outside the EEA. Otherwise the company must hold a section 137 bond or obtain a section 140 certificate.

Section 137 bond Ireland: how much is it and how long does it last?

The bond must be in force to the value of €25,000 for at least two years, issued by a bank, building society, insurance company or credit institution. It covers specified fines and penalties the company fails to pay under the Companies Act 2014 and the Taxes Consolidation Act 1997.

Can I register a company in Ireland from abroad without travelling?

Yes, the A1 and constitution are filed online through CORE. However, each director and beneficial owner without a PPS number needs an Identified Person Number, which since 30 April 2026 requires a Form VIF witnessed in person. You also need a physical registered office in Ireland and an EEA-resident director, bond or certificate.

What are the Irish subsidiary requirements after incorporation?

File beneficial owners on the RBO within five months, file the first annual return within 56 days of the date six months after incorporation, register with Revenue, then file an annual return with financial statements every year and notify officer or registered office changes to the CRO within 14 days.

OnlineLegalServices.ie is not a solicitor’s practice and does not give legal advice. For advice on your own situation, speak to a solicitor.

Sources: CRO Leaflet 17 (EEA-resident director), CRO external company registration, CRO annual return date, Revenue company residency rules, RBO beneficial owner guidance