Fee For Our Non-EEA Director Bond Service is €2000 + VAT
If you’re interested in learning more about non-EEA resident director bonds, visit our dedicated page on the Section 137 non-EEA resident director bond. It covers everything you need to know to comply with Irish resident director requirements.
Non-Resident Director Requirement & Revenue Bond Explained
Under Section 137 of the Companies Act 2014 (previously Section 43), every Irish-registered company must have at least one director who is resident within the European Economic Area (EEA). If this condition is not met, the company is required to put a Non-Resident Director Bond in place.
It’s important to understand that this rule is based on residency, not nationality. For example, even if a director holds an EEA passport, they will still need a bond if they are living outside the EEA.
A Section 137 Non-Resident Director Bond (often referred to as a Revenue Bond) allows a company to operate legally in Ireland without having an EEA-resident director.
This bond effectively removes the requirement for EEA residency by providing financial security to the Irish authorities.
What does the Revenue Bond cover?
The bond provides coverage of up to €25,000 and is designed to protect the state against certain financial risks, including:
Penalties or fines under the Companies Act 2014 (such as late filing of annual returns or financial statements)
Fines related to failure to submit required information to the Revenue Commissioners (including Form CRO 11F obligations)
Tax-related penalties under specific provisions of the Taxes Consolidation Act 1997
Costs associated with recovering any unpaid fines or penalties
Obtaining a Section 137 Bond
For non-EEA residents who cannot appoint an EEA-resident director, a non-EEA director bond is necessary. Here’s how it works:
Select a Bond Provider: Choose an authorized provider to issue the non-EEA resident director bond.
Provide Required Information and Pay the Premium: The bond typically costs around €2,000 for two years.
Submit to the CRO: The bond certificate must be submitted to the Companies Registration Office to satisfy the Irish resident director requirement.
Ongoing Compliance for Non-EEA Resident Directors
Non-EEA resident directors must also fulfill these ongoing obligations:
Annual Returns: Submit annual returns to the CRO, ensuring non-EEA resident directors and EEA resident directors meet filing requirements, including financial statements and company details.
Company Records: Maintain accurate records, including meetings, resolutions, and statutory registers, in line with Irish resident director requirements.
Tax Filings: File annual tax returns and promptly pay any due taxes, a requirement for both EEA and non-EEA directors in Ireland.
Employment Compliance: Adhere to Irish employment laws, covering payroll taxes and social insurance if employing staff, ensuring non-EEA resident directors meet compliance standards.
Duration and Key Requirements
The Non-Resident Director Bond is valid for a period of two years. It must be arranged either:
At the time of company incorporation, or
When an existing EEA-resident director is removed
Think of the bond as a type of insurance policy it protects the Irish government in case the company fails to meet its legal or tax obligations.
Benefits of Setting Up in Ireland
Ireland’s favourable business environment, skilled workforce, and supportive regulatory framework make it an ideal location for company formation. Whether you’re a non-EEA resident or local entrepreneur, our expert team can provide personalized assistance, guiding you through each step of the company registration in Ireland process.
Having a Revenue Bond does not replace a director. It simply allows the company to operate without appointing an EEA-resident director.
Once the two-year period ends, the company must take one of the following actions:
Renew the bond for another two years
Appoint an EEA-resident director
Apply for an exemption by demonstrating a genuine and ongoing business presence in Ireland
This exemption is typically granted where the company has a real operational footprint in Ireland, such as employees and physical business activity.
How to Arrange a Revenue Bond
A Revenue Bond can be arranged as part of your company setup process. The application is straightforward, and in many cases, documents can be submitted digitally to speed things up.
The typical cost for a Non-Resident Director Bond is €1,957.50 (including VAT), covering the full two-year period. Please note that once issued, the bond is generally non-refundable.
What are the primary requirements for non-EEA resident directors to start a company in Ireland?
Non-EEA resident directors must meet several key requirements:
Section 137 Bond: Non-EEA residents must secure a non-EEA resident director bond covering fines and penalties up to €25,000 for non-compliance with the Companies Act 2014 and certain tax obligations to the Revenue Commissioners.
Registered Office: Establish a registered office address in Ireland.
Company Secretary: Appoint a company secretary, either an individual or a corporate entity.
What is a Section 137 Bond and why is it required?
A Section 137 Bond is an insurance policy required for companies with non-EEA resident directors. It provides coverage for fines or penalties up to €25,000 for breaches of the Companies Act 2014 and certain taxes due to the Revenue Commissioners. This non-EEA resident director bond in Ireland is necessary unless the company appoints at least one EEA-resident director.
Can a non-EEA resident be the sole director of an Irish company?
Yes, a non-EEA resident can be the sole director of an Irish company if the company secures a Section 137 Bond or appoints a second EEA resident director.
What is the process for registering a company in Ireland as a non-EEA resident director?
The registration process includes:
Choose a Company Name: Ensure it’s unique and meets Irish company naming regulations.
Prepare Company Documentation: Draft the Memorandum and Articles of Association.
Register with the Companies Registration Office (CRO): Submit Form A1 and the required documentation.
Secure a Section 137 Bond: If there is no EEA resident director, the company must obtain this non-EEA director bond.
Tax Registration: Register for Corporation Tax, VAT, and PAYE/PRSI with the Revenue Commissioners.
What are the tax obligations for an Irish company with non-EEA resident directors?
An Irish company with non-EEA resident directors must fulfill the following tax obligations:
Corporation Tax: File annual returns and pay any due tax.
VAT: File bi-monthly returns if registered for VAT.
PAYE/PRSI: Submit monthly payroll taxes for any employees.
What are the compliance requirements for an Irish company with non-EEA resident directors?
Compliance requirements include:
Annual Returns: File annual returns with the CRO.
Financial Statements: Prepare and submit annual financial statements.
Corporate Governance: Maintain accurate accounting records and hold Annual General Meetings (AGMs).
Employment Laws: Adhere to Irish employment regulations, including contracts and minimum wage requirements.
Can non-EEA residents open a bank account for their Irish company?
Yes, non-EEA residents can open a business bank account in Ireland. They will need the company’s Certificate of Incorporation, Memorandum and Articles of Association, and proof of identity and address for all directors and beneficial owners.
What are the benefits of starting a company in Ireland for non-EEA residents?
There are several advantages for non-EEA resident directors establishing a business in Ireland:
Access to the EU Market: Ireland’s EU membership provides access to the single market.
Favorable Tax Regime: Ireland offers a competitive corporate tax rate of 12.5%.
Business-Friendly Environment: Ireland has pro-business policies and a supportive regulatory framework.
Skilled Workforce: The country offers access to a young, educated, and skilled labor pool.
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