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 the single director is not a resident 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 about setting up your Irish company as a non-EEA resident director. If you have any questions about the process, chat 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 the requirement for 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 or you need to establish 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 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? What happens after Brexit on 1st Jan 2021?
- If you’re a UK resident and you want to set up an Irish Limited Company, you can still incorporate a company. However, if the 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.
- If you’re an established company with only UK directors, you can apply for a certificate from the CRO to exempt from this requirement. This certificate needs to be accompanied by 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 and 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 Stamp 0 must not work or engage in any business, trade or profession unless specified in a letter of permission from INIS.
- 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.
- 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 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. Our 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?
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Still unsure about starting a business in Ireland? Talk to our Client Services team by calling +353 1 9059364 or emailing firstname.lastname@example.org today.
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