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07/02/22
Written By - David Bruton
If you are looking at setting up 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.
In business, a subsidiary is a company wholly owned and controlled by another company, known as the parent company. Subsidiaries can be established for various reasons, such as managing specific assets or operations independently from the parent company. For example, in real estate, a parent company may create a subsidiary for each property it owns, allowing for separate management and liability protection. Unlike subsidiaries, branch offices are not legally distinct entities but rather extensions of the parent company, operating in different locations to expand its reach and market presence.
Here are the main differences between a subsidiary and a branch:
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A subsidiary is a separate legal entity fully or partially owned by another company, whereas a branch is simply an extension of the parent company.
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The subsidiary reports to the holding company, whereas the branch reports to the head office.
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A subsidiary can engage in business activities different from those of the parent company, while a branch is limited to conducting the same business.
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A subsidiary is required to maintain separate accounts, whereas a branch may have joint or separate account maintenance.
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).
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.
Suggested read: Types of Limited companies 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 services 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.
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