Under the Companies Act 2014, Irish companies are legally required to have at least one EEA-resident director. However, this does not apply to any company that holds a Section 137 Bond to the value of €25,000.
The bond secures the company against offences under the Companies Act 2014. It also provides an exemption from the requirement of having an EEA-resident director.
This article will guide you through the process of securing a Bond for non-EEA residents. Get in touch with our Client Services Team to discuss our Bond For Non-EEA Resident Directors service or purchase directly on our website.
Who needs to secure a Section 137 bond?
Any company that does not have an EEA-resident director needs to secure a Section 137 bond.
A non-resident director refers to a director that is not living in any of the EEA-member states.
The EEA consists of the 28 member states of the EU. Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Iceland, Liechtenstein, and Norway.
It’s important to note that Switzerland is an EEA member state even though Ireland has other arrangements with this state.
Irish companies with only UK directors - What happens after Brexit on 1st Jan 2021?
Once the UK leaves the EU, they will no longer be a member of the EEA.
Therefore, companies with only UK Directors will need to have a bond in place to be compliant with company law in Ireland.
However, if your company has an established presence in Ireland, it can apply for a certificate from the registrar of companies. This certificate that removes the requirement of having an EEA resident director.
Talk to your accountant about this obligation and they may be able to help you. Alternatively, talk to our Client Services team about our non-EEA resident director bond service. We’re here to help.
Do I need a non-EEA resident bond?
New companies (or companies with no economic activities in Ireland) need to have a Section 137 bond if there is no director in your company that is resident in the EU or EEA. This means the director lives outside an EEA-member state.
These companies are obliged to have an EEA resident director or a bond for as long as your company is registered.
For example, if your Irish company was set up with an EEA resident director but now that director wants to leave the company, you are legally required to get a non-EEA bond. The bond will start on the same date the EEA-resident director left the company.
Can I set up a company while on a Visa?
If you’re currently living in an EEA country and on a Visa, you need to check the Visa permissions or speak to the VIsa provider.
For instance, if you are resident in Ireland on a Stamp 4 visa, it states that you can establish and operate a business and you are eligible to access state funds and services as determined by the government departments or agencies.
Do you have any questions about the company formation process for non-EEA resident directors? Talk to our Client Services Team about the services you require to get set up quickly and easily.
1) The bond needs to be renewed every two years
You need to renew a bond every two years unless you have appointed an EEA resident Director. Alternatively, you can apply for exemption from the requirement of having an EEA-resident Director. This applies to companies that have a real and continuous significant economic link with Ireland.
This exemption can be applied for after the company has been set up. This means company formation in Ireland for non-residents needs to be done before applying for this exemption.
2) Bonds hold the value of €25,000
The bond secures the company for up to €25,000. This bond provides security in the event that your company fails to pay all or some of the fines imposed by the CRO or Revenue.
3) Bonds are a necessary step for non-EEA resident directors
The non-EEA resident Director bond costs €2,249 plus VAT and lasts for 2 years. You may purchase a bond as part of your Company Formation purchase here online at Accountant Online. We will make the application to the CRO on your behalf and process these documents for you within one week.
4) Bonds need to be in place before company incorporation
When you incorporate your company, you need to have a bond with the incorporation application. This means we need to apply for the bond first, and once we receive the Bond, we can continue with the incorporation. We can look after the formation process for you if you purchase our company formation services today.
Alternative to bond - Form B67
If your company has an established presence in Ireland, the company can apply for an exemption from this requirement.
To receive this certificate, you must complete a Form B67. The form also needs to be accompanied by a statement from Revenue confirming the company has reasonable grounds to believe that the company has a “real and continuous link” with the State.
Your accountant can help you apply for this certificate. If you need help in this area, talk to our Client Services team about our situation and we can recommend the best services for your needs.
Still not sure if you need a Section 137 bond?
You need to have a bond in place if you have no EEA-resident directors. The only alternative is to apply for a certificate from the CRO that will exempt you from this requirement.
Your company needs to have a real and continuous link with one or more economic activities in the state in order to qualify for this certificate.
If you’re not sure if you qualify, speak to your accountant. Alternatively, contact our Client Services team and let us know about your situation. We can help you by recommending our accounting services.
Rachel is a certified company secretary from The Law Society College Dublin and currently leads the Company Secretarial Team at Accountant Online. Areas of expertise include Company Formation in Ireland and the UK, Company Secretarial procedures and regulations, and the Companies Act 2014 relating to small business and company directors.