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 register 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.

What Director rules apply for UK Directors?

If you’re a UK resident and you want to set up an Irish Limited Company, you can still incorporate a company. However, if UK leaves the European Union (without a deal in place), you will need to have a non-EEA resident bond or an EEA resident Director to be appointed with you.

Stamps and Visas

Stamp 0

Anyone who is residing in Ireland on Stamp 0 must not work or engage in any business, trade or profession unless specified in a letter of permission from INIS.

Contact INIS to determine if you are eligible to start a company in Ireland.

Stamp 1

On Stamp 1 visa you must not engage in any business, trade or profession unless specified in a letter of permission from INIS.

The investor and Entrepreneur scheme (IIP) may grant you permission to stay in Ireland if you start a business or make a significant investment in Ireland. The IIP requires a minimum of €1M, from the applicant’s own resources and not financed through a loan or any such facility which must be committed for a minimum of three years.

Stamp 2, Stamp 2a  and Stamp 3

You are not permitted to engage in any business if you are on any of these Stamps.

Stamp 4

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.

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:

  1. You need at least one director who is a resident in the EEA
  2. 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.

How do you pay a non-resident Director?

Non-resident Directors can either take salary or dividends from an Irish Limited Company.

In general, there are two options for Directors to pay themselves and the one you choose can depend on your personal situtation. There are different tax rules for each type and speaking to an accountant who understands your company can help you decide how you should pay non-resident Directors.

Salary

Salaries are taxes at the source like employees (PAYE, PRSI, and USC). It’s important for non-resident Directors to check with their country of residence to check if there is a double taxation agreement in place with Ireland and their resident country. If there is, non-resident Directors may be entitled to a tax refund.

If you would like to discuss more about paying yourself from an Irish Limited Company, take a look at this guide on how to pay yourself.

You can get in touch with our Client Services Team. We are always happy to talk you through the services you need.

Dividends

Dividends are paid to shareholders of a company and it’s very common for Directors and shareholders to be the same people in Startups and small companies. Dividends are taxed Dividend Withholding Tax (DWT) but non-resident Directors are exempt from this tax if they complete a form V2A.

How to set up a company in Ireland?

If you’re ready to set up a company in Ireland, you can purchase our company formation service today. We can have your company set up in one week and we’ll help you each step of the way/

Talk to our Client Services team by calling +353 1 9059364 or emailing hello@accountantonline.ie today.

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