Are you a resident in a non-EEA country but you want to set up a company in Ireland? Are you attracted to what Ireland has to offer – tax incentives, access to talent and the European Union, and much more?
Setting up a company in Ireland requires at least one EEA-resident director, a separate company secretary, an Irish address, and share capital.
If none of the directors are residents in an EEA country, then the company needs to purchase a Section 137 bond.
This means it is perfectly possible for non-EEA resident directors to form a company in Ireland. However, this is provided that you carry out all the necessary steps.
Our guide will give you all the information you need about setting up your Irish company as a non-EEA resident director. If you have any questions about the process, talk to our Client Services team about your situation. We’re here to help.
What qualifies as a non-EEA resident director?
The term non-resident director applies to any 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.
What is a bond?
The bond for non-EEA resident directors to set up a company in Ireland is called a Section 137 Non-Resident Directors Bond. The bond is worth up to €25,000 and secures against certain breaches of the Companies Acts and Taxes Acts for a period of 2 years. However, it’s important to note that it does not cover all late filing penalties.
This bond is what allows entrepreneurs to establish a company in Ireland without an EEA-resident director.
What if I’m an EEA citizen but not a resident of the EEA? Do I need a bond?
Yes, you need a bond, unless you can prove that you have a “real and continuous link with one or more economic activities that are in carried on in the State“. The rules for residency are laid down by the Revenue Commissioners. They are different from the rules for citizenship.
Here are two examples:
- You are an Irish citizen and you move to the USA for 10 years. You have not returned to live in Ireland, so you have not been a resident for 10 years. However, you remain a citizen of Ireland. In this example, you will need to secure a bond.
- 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 secure a bond.
What rules apply for UK directors operating Post-Brexit?
- If you’re a UK resident and you want to set up an Irish Limited Company, you can still incorporate a company. However, UK companies now need to have a non-EEA resident bond if none of their directors are EEA residents. Note that these rules also apply to companies set up in Northern Ireland.
- If you’re an established company with only UK directors, you can apply for a certificate from the CRO to be exempt from this requirement. You’ll also need a letter from Revenue stating that your company has a “real and continuous link” with one or more economic activities in Ireland.
Need help? Talk to our Client Services team about your situation. We can recommend the best services for your needs. We’re here to help.
Can I set up a company in Ireland while I'm on a Visa?
- Stamp 0. Anyone who is residing in Ireland on a Stamp 0 visa must not work or engage in any business, trade, or profession unless specified in a letter of permission from INIS.
- Stamp 1. On a Stamp 1 visa you must not engage in any business, trade, or profession unless specified in a letter of permission from INIS.
- Stamp 1a. You must not engage in any other business, trade, or profession unless specified in a letter of permission from INIS.
- 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.
If you want more information on your Visa’s permission, contact INIS to determine if you are eligible to start a company in Ireland.
What happens if there is no bond in place?
Companies that do not have an EEA resident director or a bond are guilty of an offence.
The Registrar of Companies can strike off (close) a company if it doesn’t comply with the Companies Act. So, it’s important to remain compliant.
If you’re unsure if you need a bond, talk to your accountant or chat with our Client Services team about your situation. We can recommend the best services for your needs.
How do I apply for a bond?
You can secure a bond through a financial institution, or you can outsource to a company formation agent.
Avail of our Non-EEA Resident Bond Service and we will look after all the legal obligations of applying for the bond. The fee for our bond service is €2,249 + VAT.
Once your bond is secured, 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 the Section 137 non-EEA resident director bond.
Ready to set up a new Limited Company in Ireland?
If you’re ready to set up a company in Ireland, you can purchase our services today or check out our guide on the cost of setting up a company in Ireland. Pick the services that match your needs and our Company Team will support you through this process.
We’re here to help!