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 company.
The additional step that you need to take as a non-resident director is that you need to purchase a non-resident Bond.
Irish Company Formation For Non-Residents
What should a non-resident director consider when setting up a business in Ireland?
Firstly, it is important to note there are some essential things to know before starting a limited company. In addition, for non-resident directors living outside of the EEA, there is an extra requirement to purchase a non-resident director Bond.
What Is A Non-Resident Director?
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.
Non-Resident Director Conditions For Setting Up A Business In Ireland
Under the Companies Act, you will need to have any one of the following in place:
- At least one company Director who is resident in a member state of the EEA (European Economic Area)
- A statement from the Revenue Commissioners. This must confirm the company has a ‘real and continuous link’ with one or more economic activities in the State. Usually, this statement applies once a company has already been established for many years and has previously either had a non-EEA resident director and provided a Bond during this time, or had an EEA resident director who is no longer with the company.
Qualifying As An EEA-Resident Director
To officially be an EEA-Resident Director, you must live in one of the EEA states. The EEA is made up of the 28 Member States of the EU, plus Iceland, Liechtenstein, and Norway.
The EU states are: 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, and the United Kingdom.
The purpose of the Bond is to make sure the Company meets all its statutory obligations. These include filing annual returns with the Companies Registration Office (CRO) and tax returns to Revenue.
The Bond basically 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 Directors and Company Secretary are responsible for putting the Bond in place. They are also responsible for ensuring that the company complies with the Companies Act.
Directors are guilty of an offence if the company doesn’t have a resident director, Bond, or real and continuous link. The Registrar of Companies can also strike off a Company if it doesn’t comply with the Act.
Other Conditions For Non-Resident Directors
It would also be a good idea to have an Irish based company secretary who is familiar with Irish law. You can outsource your company secretary role to a professional such as Accountant Online. Our company secretary service includes filling of your Annual Return, up to 5 company changes per year, AGM minutes and ongoing compliance advice,
Your new company must also hold an Annual General Meeting in Ireland every year. Or, if the shareholders agree, you can hold the meeting abroad once certain criteria are met.
How Do I Set Up My Company As A Non-EEA Resident?
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
- You have a Bond in place.
The Bond is put in place for 2 years. The intention is usually that after these 2 years have passed, you will have begun to establish a ‘real and continuous link with an economic activity in Ireland’; this is really only possible once you have several years of trading history with your new company.
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.
Once your Bond is in place, you can proceed to set up your company in the same way as an EEA resident.
How Much Does A Non-EEA Resident Bond Cost?
Accountant Online provides a Bond for a period of 2 years for a total fee of €1950 + VAT. The surety for the Bond is provided to us by a third party financial institution and is non-refundable.
When Does The Bond Need To Be In Place?
Does The Bond Replace The Director Of The Company?
No. Having the Bond in place does not replace the need to have a Director, it just exempts the company from requiring an EEA resident as a director.
You still need to fulfill all of the normal documentation required to register an Irish limited company.
How Long Does The Bond Last?
The Bond lasts for 2 years and at this point needs to be renewed, unless you have appointed an EEA resident director or if you have managed to establish a significant economic link with Ireland in that time.
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 an 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.
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.
These points make it attractive to set up a company in Ireland, even if you don’t live here.