This article is for international business owners and executives deciding how to establish operations in Ireland.
If you're weighing whether to set up an Irish subsidiary or register a branch—and wondering which structure protects your business while minimizing tax complexity—this guide covers the liability differences, tax implications, and when each option makes sense for your expansion.
Key Takeaways
- A subsidiary creates liability protection by limiting parent company exposure to its investment, while branches expose the entire foreign company to Irish liabilities.
- Irish subsidiaries pay 12.5% corporation tax on trading income with clear profit separation, while branches face complex dual-jurisdiction taxation.
- Subsidiaries offer operational flexibility for local partnerships, independent fundraising, and easier exit strategies compared to constrained branch structures.
- Most international companies should choose subsidiaries for significant Irish operations unless testing the market short-term or facing specific regulatory requirements.
- Converting between branch and subsidiary structures later is expensive and time-consuming, so choose the correct structure from the start.

The Core Difference
A subsidiary is a new, separate Irish company that you own. A branch is your existing foreign company operating directly in Ireland.
Think of it this way:
Subsidiary - You create a child company. It has its own identity, bank accounts, and legal existence separate from the parent. If the subsidiary gets into trouble, the parent company is protected.
Branch - You open a new office location. It's still the same company, just operating in a different country. Everything the branch does is legally the foreign company doing it.
This fundamental distinction drives everything else - liability, tax treatment, compliance obligations, and operational flexibility.
What is a Subsidiary?
A subsidiary is a fully-fledged Irish company that happens to be owned by a foreign parent company.
When you establish an Irish subsidiary, you're incorporating a new company under Irish law. That company:
- Has its own Irish company registration number
- Files its own Irish tax returns
- Maintains its own bank accounts
- Enters contracts in its own name
- Can sue and be sued independently
- Has separate legal personality from the parent
The parent company owns the subsidiary's shares, but legally they're distinct entities. This separation is the key advantage.
Example: Amazon.com Inc. (US parent) owns Amazon EU S.à.r.l. (Luxembourg subsidiary), which in turn owns various Irish subsidiaries. Each is a separate legal entity.
What is a Branch?
A branch is your foreign company operating in Ireland without creating a new legal entity.
When you register a branch, you're not creating a new company. You're simply notifying the Irish authorities that your foreign company will be conducting business in Ireland.
The branch:
- Uses the foreign company's name (with "Irish branch" added)
- Operates under the foreign company's legal identity
- Reports back to the parent company's accounts
- Has no separate legal existence
- Acts as an extension of the foreign company
Example: A UK company "London Tech Ltd" opens an Irish branch called "London Tech Ltd (Irish Branch)." It's still London Tech Ltd - just operating in Ireland.
Liability: The Critical Distinction
This is where the choice really matters.
Subsidiary liability:
The subsidiary is liable for its own debts and obligations. If the Irish subsidiary fails, creditors can only pursue the subsidiary's assets - not the parent company's assets.
The parent company's liability is limited to its investment in the subsidiary (the share capital). Lose that investment, but the parent company's other assets are protected.
This is standard limited liability protection - the same principle that protects any company's shareholders.
Branch liability:
The foreign company is fully liable for all branch obligations. There's no separation, no protection.
If the Irish branch incurs debts, gets sued, or faces liabilities, creditors can pursue the entire foreign company's assets worldwide. The branch isn't a separate legal shield - it's just a location where the company operates.
For most international businesses, this unlimited liability exposure is unacceptable. You don't want Irish market risks threatening your entire global operation.
Tax Treatment
Tax is the other major differentiator, and it can significantly impact your bottom line.
Subsidiary taxation:
The Irish subsidiary is a separate Irish tax resident company. It:
- Pays Irish corporation tax at 12.5% on trading income
- Files separate Irish tax returns
- Can avail of Irish tax reliefs and credits
- May benefit from Ireland's extensive double taxation treaty network
- Provides clear separation between Irish profits and parent company profits
This separation allows tax-efficient structuring. Irish profits stay in the Irish subsidiary (taxed at 12.5%), and you control when and how to distribute them to the parent.
Branch taxation:
The branch's income is attributed directly to the foreign company. This creates complexity:
- The foreign company must file Irish tax returns for branch profits
- Branch profits may be taxed in both Ireland and the parent company's country
- Transfer pricing issues arise around how profits are allocated
- Less flexibility for tax planning
- More complex accounting to separate branch and parent company activities
Most countries provide foreign tax credits to avoid double taxation, but managing two tax jurisdictions for the same legal entity creates administrative burden.
Compliance and Administration
Both structures have compliance obligations, but they differ in complexity.
Subsidiary compliance:
Full Irish company obligations including:
- Annual returns to the CRO
- Financial statements preparation and filing
- Irish corporation tax returns
- Audit requirements (unless exempt)
- Statutory registers and company secretary
- Annual general meetings
- Director and shareholder resolutions
This sounds heavy, but these are standard requirements you'd face anyway. The obligations are clear and well-established.
Branch compliance:
Different but not necessarily simpler:
- Branch registration with the CRO
- Annual returns listing directors and officers
- Filing of parent company's financial statements (translated to English if necessary)
- Irish tax returns for branch activities
- Notification of any changes to parent company structure
- Separate accounting for branch operations
Branches avoid some Irish company governance requirements, but add complexity around coordinating foreign company compliance with Irish obligations.
Setup Process and Costs
Subsidiary setup:
Standard Irish company incorporation process:
- Choose company name and structure
- Appoint an Irish-resident director (or Section 137 bond)
- Appoint company secretary
- Prepare constitution
- File with CRO
- Cost: From €99 with Open Forest, plus ongoing compliance
Timeline: 5-10 working days typically.
Branch setup:
Register as external company:
- Complete branch registration forms
- File certified copies of parent company constitution
- Provide details of directors and authorized representatives
- Submit parent company financial statements
- Cost: CRO fees plus translation costs if documents not in English
Timeline: 10-15 working days typically, longer if documents need translation.
Initial setup costs are similar, but branches may have higher ongoing costs for translation and coordination between jurisdictions.
Operational Flexibility
Subsidiaries offer more flexibility:
- Can establish own governance structures suited to Irish operations
- Easier to bring in local partners or investors (sell subsidiary shares)
- Can be sold or transferred independently of parent
- Simpler to wind down if Irish operations don't work out
- Can pursue independent fundraising or grant applications
- Clearly separate brand and operations from parent company
Branches are more constrained:
- Must follow parent company's governance structures
- Cannot have separate shareholders or raise independent capital
- More difficult to sell (you're selling part of the foreign company's operations)
- Tied to parent company's decisions and structure
- Less flexibility for local decision-making
For businesses planning significant Irish operations or expecting growth, subsidiary structure provides room to evolve.
Banking and Contracts
Subsidiary banking:
Open Irish business bank account in subsidiary's name. Standard process for Irish companies. The subsidiary enters all contracts directly.
Branch banking:
More complex. Banks may require parent company documentation and guarantees. Some banks are hesitant about branch accounts. Contracts must be structured carefully to clarify that the foreign company (not just the Irish branch) is the contracting party.
When to Choose a Branch
Branches make sense in limited situations:
- Short-term presence - Testing the Irish market before committing to full subsidiary setup.
- Limited operations - Very small-scale activities where subsidiary overhead isn't justified.
- Specific regulatory requirements - Some regulated industries require branch structures.
- Group policy mandates - Parent company policy requires branch structure for all jurisdictions.
- Tax planning reasons - Specific circumstances where branch taxation is advantageous (rare, requires expert advice).
- Established foreign company with strong balance sheet - Where liability concerns are minimal.
Even in these cases, many companies still choose subsidiaries for the liability protection and operational flexibility.
When to Choose a Subsidiary
Subsidiaries are right for most situations:
- Significant Irish operations - Hiring employees, serving Irish customers, establishing real presence.
- EU market access - Using Ireland as your EU base for broader European operations.
- Liability protection needed - Any situation where you want to ring-fence Irish risks.
- Long-term presence - Planning to operate in Ireland for years.
- Local partnerships or investment - Want flexibility to bring in Irish partners or investors.
- Clean operational separation - Prefer clear boundaries between Irish operations and parent company.
- Standard commercial operations - Normal business activities without special branch requirements.
For most international companies expanding to Ireland, subsidiary is the default choice unless there's a specific reason to use a branch.
Can You Convert Between Structures?
Yes, but it's complex.
Branch to subsidiary:
- Incorporate new Irish subsidiary
- Transfer branch assets, contracts, and operations to subsidiary
- Close branch registration
- Requires careful legal and tax planning
Subsidiary to branch:
- Wind up subsidiary
- Register branch
- Transfer operations
- Usually not advisable due to loss of liability protection
Converting later is possible but expensive and time-consuming. Better to choose correctly from the start.
Real-World Example
US software company expanding to Ireland:
Branch approach: Register branch, hire Irish staff under US company contracts, serve European customers from Irish office. All profits attributed to US parent, Irish operations visible on US accounts, unlimited liability for Irish operations.
Subsidiary approach: Incorporate Irish subsidiary ("Ireland Ltd"), parent owns 100% of shares. Irish subsidiary hires staff, enters Irish contracts, files Irish accounts. Profits stay in Irish company until distributed. Parent's liability limited to investment in subsidiary.
Most choose subsidiary for liability protection and clean separation, despite slightly higher compliance costs.
How Can Open Forest Help?
Open Forest specializes in subsidiary incorporation for international companies.
We handle:
- Full Irish company incorporation from €99
- Section 137 bonds for non-EEA parent companies
- Irish registered office services
- Company secretary services
- Ongoing compliance management
- Connections to accountants for tax advice
For branch registration, we can also assist with the process and advise on whether branch or subsidiary is right for your situation.
Our experience with hundreds of international companies means we understand the specific challenges foreign businesses face when establishing Irish presence.
Check out our incorporation packages here - designed specifically for international expansion into Ireland.

Stuart Connolly is a corporate barrister in Ireland and the UK since 2012.
He spent over a decade at Ireland's top law firms including Arthur Cox & William Fry.













