Swiss AG or GmbH: Irish Subsidiary or Branch?

Decide what the Irish business will be

An Irish subsidiary is a new legal person. The Swiss parent owns its shares, but the LTD can enter contracts, employ staff and keep accounts in its own name. A branch remains part of the Swiss company and does not give it a separate Irish corporate personality. Direct cross-border sales may be simpler where the Swiss company has Irish customers but no local establishment; tax, VAT and regulatory obligations still need review on the facts.

Compare the three routes before ordering a formation package. Identify Irish employees, premises, decision-makers, customer contracts, regulated activities, inventory and liability exposure. A separate Irish sales team can support a subsidiary; merely placing an Irish address on invoices does not establish a meaningful local operation. An Irish and Swiss adviser can assess whether the actual activity triggers branch registration or a different tax presence.

Form A1 for a subsidiary; Form F13 for a registrable branch

The CRO forms a new Irish LTD through Form A1 and a one-document constitution. The application identifies the company name, registered office, secretary, directors, share subscribers and intended activity in Ireland. The Swiss AG or GmbH can be the corporate shareholder, provided the subscription and signatory authority are properly documented. The Irish LTD then has its own filings and records.

The CRO says companies from a non-EEA state file Form F13 when registering a branch in Ireland. The Swiss parent may need to provide constitutional documents, incorporation evidence and accounting documents with the applicable certification and translation requirements. A branch is not an Irish LTD, so its filing and disclosure timetable differs. Have counsel determine whether the planned presence is a registrable branch rather than assuming all Irish sales require F13.

Swiss residence does not satisfy the EEA-director rule

The CRO generally requires at least one director of an Irish company to reside in the EEA. Switzerland is in Europe but outside the EEA. A director who lives in Zurich or Geneva does not satisfy this rule merely by being Swiss, by holding an EU passport or by travelling frequently to Ireland. Actual residence is the test.

If every proposed director genuinely resides in Switzerland, plan a qualifying EEA-resident director or the prescribed Section 137 bond before Form A1 is filed. The CRO says the bond for a new company must be furnished before incorporation and be effective on the incorporation date. A sole director cannot also be the LTD's secretary. Anyone appointed as a qualifying director has real governance responsibilities, not just an address requirement.

Prove the parent's authority and ultimate ownership

Keep the Swiss parent's exact registered name, commercial-register number, legal form, address and authority for its signatory together. Record the Irish shares and voting rights that the parent will hold. A Swiss managing director is not automatically an Irish director; those are separate appointments and should be minuted separately. If multiple Swiss owners or entities are involved, settle the ownership chain before drafting the Irish company documents.

Irish beneficial-ownership filing looks through corporate shareholders to relevant natural persons who ultimately own or control the Irish LTD. The RBO's guidance addresses subsidiaries owned by a foreign parent. Prepare an ownership chart and identification information for banking and RBO work. Recording the Swiss AG or GmbH as shareholder in the Irish register does not, by itself, finish the RBO filing.

Review real management, tax and group transactions

Irish Revenue generally deems an Irish-incorporated company tax resident in Ireland unless a double taxation agreement treats it as resident elsewhere. Swiss federal guidance says legal entities headquartered or effectively managed in Switzerland are generally within Swiss tax liability. If major decisions for the Irish company are made from Switzerland, Irish incorporation and an Irish registered office do not alone settle the tax result. Review the Ireland-Switzerland treaty and any Swiss or Irish permanent-establishment issues with advisers in both countries.

If the Swiss parent supplies staff, management, software, funding or goods to its Irish subsidiary, document the actual provider, recipient, price and commercial reason. Revenue applies an arm's-length principle to related-party transactions. A branch does not have the same intercompany relationship as a separate subsidiary, so do not use the same contract template for both structures without review.

Complete the Irish setup after registration

For a new LTD, the CRO certificate is the start rather than the end: arrange the statutory registers, RBO filing, first annual return, appropriate Revenue registrations, accounting records and bank onboarding. The company may need Irish VAT or payroll registration depending on its real activities. An Irish bank or payment provider will independently assess the Swiss parent, ultimate owners, funds and anticipated transactions; no formation certificate guarantees approval.

StartCompany.ie can assist with forming the Irish LTD and associated office or secretarial needs. A Swiss-only board may require the non-resident director-bond route, while a branch is a distinct service to scope separately. Compare the live package inclusions and total payable amount, and obtain Irish-Swiss tax and corporate advice before selecting the route.

• Compare direct Swiss sales, an Irish branch and a separate LTD.
• Confirm Swiss parent registration and signing authority.
• Map ultimate owners and the planned activity in Ireland.
• Resolve the EEA-director or bond requirement before Form A1.
• File the correct CRO route and complete structure-specific follow-up filings.
• Coordinate Irish and Swiss tax, banking and intercompany records.