Irish Resident Director
An Irish company must have one director resident in the European Union. Where there is no director of the company who is resident in the EU a Resident Director Bond can be put in place or we can arrange for the appointment of a Resident Director.
We can arrange the bond as an alternative to having a resident EU Director and the bond can be arranged within a few days and is valid for two years.
The Companies Act states that if an Irish Company does not have a European Resident Director, a Bond must be in place.
The bond insures your Irish company for €25,000 and its purpose is to ensure that the company will complete the required filings at the Companies Registration Office and the Revenue Commissioners.
The Bond is used to pay:
- Any fine imposed on the Company in respect of offences under the Companies Acts
- Any penalty which the company has been held liable to pay under the Taxes Consolidation Act
- Any fines for failure to supply certain information to the Revenue Commissioners
SECTION 137 – BOND WHERE COMPANY HAS NO EEA-RESIDENT DIRECTOR
The requirement to have at least one EEA resident director from a Member State does not apply to any company which for the time being holds a bond to the value of €25,000 and which provides that in the event of a failure by the company to pay the whole or part of a fine imposed on the company in respect of an offence under the Companies Act 2014 or under the Taxes Consolidation Act 1997, there shall become payable under the bond a sum of money for the purpose of same being applied in discharge of the whole or part of the company’s liability in respect of any such fine or penalty.
Alternative to to Bond
After incorporation a company can apply for a certificate from the Registrar of Companies that the company has a real and continuous link with one or more economic activities that are in carried on in the State, then the company will be exempted from the requirement to have at least one EEA resident director.
At least one of the directors for the time being of a company is required to be resident in a member State of the European Economic Area.
This requirement does not apply to any company that for the time being holds a bond or a section 140 certificate. The requirement to have at least one EEA-resident director does not apply to any company which for the time being holds a bond, in the prescribed form, in force to the value of €25,000. This bond provides that in the event of a failure by the company to pay
(a) a fine imposed on the company in respect of an offence committed by it under the Companies Act 2014 and/or
(b) a fine imposed on the company in respect of an offence committed by it under section 1078 Taxes Consolidation Act 1997 and which consists of a failure by the company to deliver a statement under section 882 of that Act or to comply with a notice served on it under section 884 of that Act, and/or
(c) a penalty which it has been held liable to pay under section 1071 or 1073 Taxes Consolidation Act 1997, a sum of money becomes payable under the bond in discharge of the whole or part of the company’s liability in respect of any such fine or penalty.
It is a criminal offence not to have at least one EEA-resident director of an Irish-registered company. The company and every officer of the company who is in default may be prosecuted in this regard.
A period of two years is prescribed by the Companies Act 2014 (Bonding) Order 2015 as the period of validity of the bond.
Section 140 certificate
If a company applies for and is granted a certificate from the Registrar of Companies that the company “has a real and continuous link with one or more economic activities that are being carried on in the State”, that company will be exempted from the requirement to have at least one EEA-resident director.
In order to obtain a certificate that it has such a link, the company will have to satisfy the Revenue Commissioners that one or more of the following conditions are satisfied by the company:
- (a) the affairs of the company are managed by one or more persons from a place of business established in the State and that person or those persons is or are authorised by the company to act on its behalf
- (b) the company carries on a trade in the State
The application must be accompanied by a statement from the Revenue Commissioners , that it has reasonable grounds to believe that the company has such a link.