Section 137 of The Companies Act 2014 (section 43 under the old Act) states that if an Irish Company does not have at least one company director who is resident in the European Economic Area (EEA), a Bond must be taken out. It is important to note that this requirement pertains to residency and not citizenship.

A company director who holds an EEA passport but resides outside of the EEA would also require a bond as well. If one of the Directors of your company is an EEA Resident, this bond is not needed. The EEA consists of the 28 member states of the EU, plus Iceland, Liechtenstein and Norway.

A Non-Resident Bond insures the company for a sum of €25,394.76 and its purpose is to cover the following:

–        any fine imposed on the Company in respect of offences under the Companies Act 2014 e.g. failure to file Annual Returns and Audited Accounts on time.

–        any fine for failure to supply certain information to the Revenue Commissioners – mainly information required on the Form CRO 11F.

–        any penalty which the company has been held liable to pay under S1071 or S1073 of the Taxes Consolidation Act 1997.

–        any expenses incurred in recovering the fines and penalties mentioned above

Irish Company can organize these bonds for non-resident directors prior to incorporation, or for companies renewing the bond.

The Non-Resident Bond covers a period of 2 years and must be put in place at the incorporation stage or upon the removal of the EEA resident director of the company. The Bond acts like an insurance policy to cover the government for unpaid taxes or fines if the company leaves the jurisdiction.

Following the 2 year period of the bond, the company is required to take action to either renew the bond for a further 2 years, put an EEA resident director in place, or create a real and continuous link in the state. This link exemption can be applied for with the Revenue Commissioners when a company displays significant employment and a strong physical presence in Ireland.

Irish Company can arrange the Section 137 Revenue Bond for your company. The total fee payable for the Non-Resident Directors bond is €2700 (excluding VAT) and covers a period of two years. Please note once the Bond is issued it is non-refundable.

For more information or to proceed with the Bond please contact us and we will e-mail you a proposal form today.

A nominee director is an officer of the company who is employed to act on behalf of another, either a shadow director or the beneficial owner. The nominee director may be an individual or corporation, and that name is often the only one that appears on documentation filed with the relevant registries. The greatest benefit of it is that they undermine the value of obtaining information about the company and, like bearer shares, potentially enable someone to effectively control the company without declaring an interest. Nominee director is necessary when the true owner (or owners) tend to remain anonymous in terms of official limited company records.