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Who is this guide for? If you’re planning to set up an Irish company without being based in the EEA or you’re unsure how the director residency rules apply to you this guide is for you.
It’s particularly useful for international founders and first-time business owners who want to understand how to meet Irish legal requirements while keeping full control of their company.
In this guide, you’ll learn:
How the non-resident director rules work and what they mean for your company
Your options for compliance, including appointing an EEA-resident director or using a non-resident bond
The key documents and requirements involved when setting up your company
Important checks to complete before registration to avoid delays or rejection
What you need to do after incorporation to stay compliant with Irish company law
Don’t have an EEA-based team member? Explore our non-EEA resident section to understand your options.
No Irish or EEA-resident director? Take a look at our nominee director and shareholder services for a simple solution.
Quick Summary
Want to know the cost? Visit our pricing page for a clear breakdown of what it takes to set up your company.
To remain compliant, every Irish company must have a registered office in Ireland, appoint a suitable company secretary, and meet director requirements — including having at least one EEA-resident director.
After incorporation, you’ll need to complete key steps such as registering for tax within one month, issuing share certificates within two months, and filing your first annual return after six months.
The private company limited by shares (LTD) is the most popular business structure in Ireland due to its flexibility and limited liability.
EEA Residency Requirement Explained
Irish company law requires that at least one director of a private limited company must normally live within the EEA. This includes all EU countries along with Iceland, Norway, and Liechtenstein.
“Resident” in this context generally means that the individual’s main place of living is within one of these countries.
This rule applies to all private limited companies in Ireland, including DACs. If your company does not meet this requirement, you must either appoint a suitable director or put another approved solution in place. There are no exceptions based on company size, type, or turnover.
What is a Non-Resident Director Bond?
If appointing an EEA-resident director is not suitable, companies can choose an alternative known as a Section 137 bond, often called a non-resident director bond.
This is essentially an insurance-backed solution that allows the company to operate without having an EEA-based director. The bond provides financial security of €25,000 to the Irish authorities.
Its purpose is to cover potential penalties if the company fails to meet certain legal obligations, particularly around filing annual returns and financial statements.
The bond is arranged through an authorised provider and typically runs for a fixed period, after which it must be renewed if the company still does not have an EEA-resident director.
Many international founders prefer this option because it allows them to retain full control of their company without bringing in an external director.
Being based outside the EEA does not change a director’s responsibilities. Non-resident directors are subject to the same legal duties as any other director in Ireland.
These responsibilities include:
Acting in the best interests of the company
Exercising reasonable care and judgment
Avoiding conflicts of interest
Keeping accurate financial and statutory records
Ensuring all filings and deadlines are met
In practice, managing these duties remotely can require extra effort. Staying informed, attending meetings, and responding to regulatory matters may take more planning.
Using reliable communication systems, appointing a competent company secretary, and working with professional advisors can make this much easier.
When Will You Encounter This Requirement?
Most people first come across the non-resident director rule during the company formation stage.
If you are based outside the EEA and looking to set up an Irish company, your formation advisor will usually explain this requirement early on and ask you to decide between appointing an EEA-resident director or using a bond.
How to Appoint a Non-Resident Director
The process for appointing a non-resident director is the same as for any other director.
If appointed during company formation, their details are included in the incorporation documents (Form A1).
If appointed later, a Form B10 must be submitted within 14 days.
The director must formally agree to the appointment, and their details — including name, nationality, and address — will be recorded on the public register.
In addition, directors are required to provide a PPS number or, if unavailable, a foreign tax identification number.
Accuracy is important here, as incorrect information can delay the registration process.
Tax Considerations for Non-Resident Directors
Non-resident directors may still have Irish tax obligations depending on their involvement and whether they receive payment.
If a director earns fees or salary from the Irish company, that income is generally subject to Irish tax under the PAYE system, regardless of where they live. The company is responsible for applying the correct tax deductions.
However, Ireland has double taxation agreements with many countries. These agreements can reduce or eliminate tax being paid twice.
Because tax situations vary, it’s always advisable to seek professional guidance to understand your specific position.
Options for International Founders
If you are setting up a company in Ireland from outside the EEA, you have a few practical options:
Appoint an EEA-resident director
Use a non-resident director bond
Apply for a “real and continuous link” exemption (less common)
The third option requires proof that your business has a genuine presence in Ireland, such as employees or physical operations. In reality, most companies choose either a bond or a nominee director.
Many service providers offer nominee director solutions, where an experienced EEA-based professional joins the board to meet the legal requirement. These arrangements are typically governed by formal agreements that clearly define roles and responsibilities.
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