Non-EEA Resident Directors Can Set Up Irish Limited Companies
If you don’t live in the EEA and you want to set up a company in Ireland, it is perfectly possible for you to form a company in Ireland and be a Director of the Irish Limited Company.
The additional step that you need to take as a non-EEA resident Director is purchasing a non-EEA Resident Bond.
Our guide will give you all the information you need for setting up your Irish company as a non-EEA resident Director.
What You Need To Know About Non-EEA Residents Starting A Company In Ireland
The term non-resident director applies to a company Director who is not a resident of an EEA country. So, if you live outside the EEA and you want to form a company in Ireland, certain conditions apply. These conditions apply even if you are a citizen of the EEA who is living outside of the EEA. The rules apply to where you live, not your citizenship.
How Do You Set Up An Irish Company Without An EEA-Resident Director?
If there is no EEA-resident Director in your company, you will need to apply for a bond. The bond is called a Section 137 Non-Resident Directors Bond and this allows companies in the Republic of Ireland to establish a company without the requirement for an EEA-resident director.
The purpose of the bond is to make sure the Company meets all its statutory obligations. The bond insures the company for €25,000 against certain breaches of the Companies Acts and Taxes Acts for a period of 2 years. However, it does not cover all late filing penalties.
For example, if you file your Annual Return to the CRO late, you will lose your audit exemption on your accounts and you may have to pay additional fines of up to €1,200. The Bond insurance does not cover this.
Directors are guilty of an offence if the company doesn’t have an EEA-resident Director, bond, or real and continuous link with Ireland. The Registrar of Companies can also strike off a Company if it doesn’t comply with the Act. So it’s important to remain compliant. If you’re unsure about this, contact our Company Team now.
What If I’m An EEA Citizen But Not A Resident Of The EEA? Do I Need A Bond?
Yes, you need a bond or you need to establish a real and continuous link with economic activity in Ireland over time. The rules for residency are laid down by the Revenue Commissioners. They are different to the rules for citizenship.
Take this example: you are an Irish citizen and you move to the USA for 10 years. You have not returned to live in Ireland in that time, so you have not been resident for 10 years. However, you remain a citizen of Ireland. In this example, you will need to provide a bond.
Another example: you are a Spanish citizen and you move to China for 5 years. You are a citizen of an EEA country, but not a resident. In this example, you will need to provide a bond.
How Can A Non-EEA Resident Director Set Up An Irish Limited Company?
If you want to be a non-resident Director in Ireland, there are two ways you can legally set up here:
- You need at least one director who is a resident in the EEA
- Or you have a bond in place.
The bond needs to be in place as soon as you are submitting your application to form a company in Ireland. We can organise the bond to be in place for you in time when you are forming your company.
How Do I Apply For A Bond?
We offer a bond service whereby we look after all the legal obligations of applying for the bond. Our fee for our bond service is €1999 + VAT. Once your bond is in place, you can proceed to set up your company in the same way as an EEA resident.
If you’re interested in learning more about non-EEA resident Director bonds, we have another guide that explains everything you need to know about non-EEA resident Director bonds.
Other Conditions For Non-EEA Resident Directors
Registered Address & Business Address
- All Irish Limited Companies need to have a registered address and a business address.
- Important mail gets sent to your registered address, and it is publically available on the Companies Registration Office website.
- A business address is where your company is actually trading.
- Revenue is interested in where your company is actually trading from and this is why it is important to give them the exact location of your business.
- It is a legal requirement for all Irish Limited Companies to have a company secretary.
- If you only have one director, you need to have a separate company secretary.
- Your company secretary doesn't have to live in Ireland - but you will want to make sure they have a good knowledge of Irish law.
- Your company secretary should be keeping track of your Annual Return deadline and advising you on Irish company law.
Unique Company Name
- When you're setting up a company, it is important to have a unique and distinguishable name from other companies already registered.
- This is because the Register Of Companies from the Companies Registration Office carries out a thorough check on all proposed company names.
- If your name is too similar to one already used, your application will be rejected and you will need to submit a new form, with a revised name.
Did you know… According to European Digital City Index 2016
- Dublin ranks 8th of out 60 cities in Europe for startups.
- Dublin is in the first position for mentoring and managerial assistance and in second for entrepreneurial culture
- Per capita, Ireland has more venture funding than in any other country in Europe
- Ireland is ranked fourth in the world for the availability of skilled labour and openness to new ideas
- 40% of people are under the age of 30 and 20% are non-Irish born.
Company Services For Non-EEA Resident Directors
- Company Seal
- Named Company Secretary
- Register A Business Name Online in Ireland
- Registered Office Address
- Company Secretarial Maintenance
- Business Correspondence Address
- Company Registration
- Bond for Non-EEA resident Directors
- Company Formation Services