An existing Irish company with no EEA-resident director may be able to rely on a Section 140 certificate instead of continuing to rely on a Section 137 bond. The certificate concerns a real and continuous link with economic activity in Ireland. It is not something a founder obtains simply by buying an address or submitting a business plan.
The practical decision is whether this route fits the company's actual circumstances, what evidence supports it and how to keep the present compliance arrangement effective while an application is assessed. This guide focuses on that decision and the Revenue-statement-to-B67 sequence, rather than repeating the bond renewal checklist.
Official CRO, Revenue and legislation sources were checked on 15 October 2026. Revenue's current Part Misc.10 manual is marked reviewed October 2025. This is general preparation guidance, not an eligibility opinion or a promise that an authority will issue a statement or certificate.
What does a Section 140 certificate actually do?
Section 137 normally requires at least one director resident in the European Economic Area, with the prescribed bond and Section 140 exceptions. Section 140 provides for a CRO certificate concerning a real and continuous link with economic activities carried on in the State.
The important words for planning are in force. A provider's email saying the company looks suitable is not an operative certificate. Neither is a receipt showing an application was lodged. Keep the issued certificate and its particulars in the company's compliance records.
This does not appoint a director or secretary, replace annual returns or discharge officers' duties. If you are also changing the board, treat those corporate decisions and filings as separate work.
Is this an alternative for a company that has not been formed yet?
CRO describes B67 as a post-incorporation route. For a new company without an EEA-resident director, its officer guidance explains the bond arrangements accompanying Form A1. Do not plan incorporation on the assumption that a future B67 application already supplies an exemption.
Revenue generally looks for existing activity, while noting a possible proposed-activity exception involving a State enterprise or development agency agreement. Do not plan around that exception without case-specific advice.
If you have not incorporated, discuss the proposed directors and genuine activity with the formation provider first. For an already incorporated company, provide the company number and current arrangement so the adviser does not treat the enquiry as a new formation order.
Which economic links does the legislation recognise?
Section 140(9) includes management by authorised people from an established Irish place of business, carrying on a trade in the State, and specified holding-company or subsidiary relationships with bodies meeting the management or trading condition.
Do not reduce those alternatives to a single slogan such as Irish customers equal eligibility. Explain the relationship between this company, the activity, the location and the people actually carrying it out. A legal analysis can then identify the relevant condition and evidence.
For group structures, supply an ownership chart and describe the applicant's role. Revenue cautions against automatically relying on another subsidiary's activity for an inactive fellow subsidiary. Have the adviser explain how the actual relationship fits the legislation.
Does a registered office or bank account prove the link?
A registered office fulfils a separate company-address role. It does not, by itself, establish management from an operating place of business or trading activity. Do not describe a mail-handling location as the company's operational premises if that is not what happens there.
Revenue gives a deposit account and dormant, unexploited assets as insufficient examples. A tax registration or an Irish-sounding brand is not an automatic decision either.
Use truthful descriptions. If all work is carried on abroad, tell the adviser that instead of choosing a convenient Irish address for the evidence pack. The aim is to establish the actual facts, not to manufacture a paper presence.
Build an evidence pack around the actual activity
As a practical preparation step, write a dated business narrative explaining what the company does, where it happens, who is involved and how long the claimed link has existed. Revenue asks for the nature and duration of the link and the economic activities in the State.
Then ask the adviser which records substantiate that narrative. Relevant examples might include contracts, invoices, premises arrangements, delivery evidence, management authority and records explaining work performed. These are suggested categories, not an official universal attachment list.
Resolve inconsistencies before submission. An invoice showing one trading story and a website showing another should prompt a factual explanation. Keep personal data to what is necessary, use secure channels and do not send passwords or identity documents through a general public enquiry.
| Question | Useful record |
|---|---|
| What? | Activity summary |
| Where? | Location evidence |
| Who? | Authority records |
| Since when? | Dated history |
| Which firm? | Group chart |
Request the Revenue statement before filing B67
The current Revenue manual identifies the National Companies Unit and the National Companies Unit (NCU) category in MyEnquiries for statement requests. Check the current official route when applying; older leaflets may show a different postal destination.
If the company still has an EEA-resident director, raise that at the outset. Revenue says it generally does not issue an unnecessary statement in those circumstances, while uncertain residence cases can be considered individually. Do not assume you can obtain one routinely as a speculative backup.
Agree who will submit the request, monitor correspondence and answer questions. A draft sent to an adviser is not a request received by Revenue. Keep a record of the actual submission and any further information sought.
Keep the Revenue statement inside the two-month B67 window
Section 140(5) specifies the supporting statement's timing: it must have been given within the two-month period ending before the CRO application date. B67's notes also warn that it must predate lodgement by no more than two months.
This is a document-age condition, not a promise that Revenue or CRO completes the process in two months. Plan the CRO stage before requesting the statement so signatures, presenter details or missing information do not consume the available window.
Record the issue date and agree the intended filing date with the presenter. Use calendar dates, not an assumed sixty-day equivalent. If the statement has become too old, seek instructions about a fresh statement rather than changing a date or relying on a draft.
Check the B67 details and distinguish the two decisions
The form asks for the company number, full company name, the Revenue statement, presenter details and the recipient for queries or the certificate. It must be certified by a current company officer. Follow the current form, filing route and fee instructions rather than copying an old submission.
The sequence is Revenue evidence, a CRO application, then the CRO decision. Do not describe Revenue's supporting statement as a certificate granted by CRO or assume the statement updates the register automatically.
Have someone check the company identity, attachment and contact information before delivery. Save the completed application, supporting statement and acknowledgement together, and record who will monitor the outcome. Correcting an omission promptly is easier when everyone knows which version was actually submitted.
Do not let a pending application create a compliance gap
Use the actual director-residence assessment, bond dates and certificate status when planning the transition. A pending B67 does not suspend section 137. Obtain case-specific advice before allowing a bond to expire or changing the last qualifying director.
If a director is resigning, there may also be a Form B10 filing and company-record update. Buying professional assistance with a certificate application does not itself complete an officer-change notification.
If the decision is not available when needed, ask the adviser and bond provider what continuing arrangement is required. Do not assume a later certificate retrospectively cures an earlier period. This article is not an instruction to cancel an issued bond or a statement about entitlement to a premium refund.
Review the link after the certificate is issued
Section 140 provides for revocation where CRO forms the opinion, on information received, that the company no longer has the relevant link. Revenue can pass information to the Registrar under that section. A certificate is not a permanent exemption from reviewing the facts.
Put a review into the company's compliance calendar and also trigger one when operations move, trading ceases, management arrangements change or a relevant group relationship ends. These are sensible review prompts, not a fixed statutory annual recertification requirement.
Keep the issued document and an accessible record of the activity relied on. If the business has materially changed, ask what the change means before assuming the original analysis still fits.
A fictional example: a trading company nearing bond renewal
Consider an existing Irish company with two directors living outside the EEA. The business has started fulfilling orders through an Irish operation, and its bond will need attention. The directors ask whether the Section 140 route is worth assessing.
They assemble a factual activity summary and supporting records, ask an adviser to identify the applicable condition and plan both stages of the application. They also keep the current bond position under review rather than treating the request as a completed exemption.
If the supporting statement arrives, the presenter checks its date against the intended B67 lodgement. The company relies on the certificate only after CRO grants it and it is in force. This is an illustration, not a real approval, an eligibility determination or a processing-time commitment.
What the certificate does not decide for tax or banking
Revenue's company tax-residence rules are a separate assessment from this company-law certificate. Do not treat the economic-link statement as a ruling on the company's tax residence, rate, reliefs or foreign obligations.
A bank or other service provider still applies its own lawful onboarding and evidence requirements. A certificate also does not grant a director immigration permission or remove the need for an Irish registered office. Discuss those needs separately rather than bundling them into a certificate promise.
For international operations, give tax advisers the actual work locations, management arrangements and relevant foreign-country facts. One certificate should not be used as a substitute for explaining how the company operates.
Ask for route-specific support before placing another formation order
StartCompany.ie's director-bond page provides a route to discuss non-resident formation and existing-company support. Explain that you are asking about an existing company's Section 140 position, not simply purchasing another company formation package.
Ask whether an initial assessment, Revenue request, B67 filing and any separate legal or tax advice are available for your case. Agree the scope, responsible provider, information required and total payable. This guide does not advertise a fixed-price certificate product or promise that certificate-application work is included in a bond or formation package.
A useful first enquiry includes the company number, broad activity, current director situation and the date any existing arrangement needs attention. Keep sensitive supporting documents for the secure channel agreed with the provider.
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Section 137 Bond Ireland
Official information and next steps
Primary sources checked on 15 October 2026. Read current Revenue and CRO instructions for the actual submission. This guide is not a universal evidence list, legal opinion or guarantee of either authority's decision.
- Companies Act 2014, section 140: certificate, proof and continuing link
- Companies Act 2014, section 137: EEA-director requirement and bond exception
- Revenue: Company Incorporation - Economic Activity, Part Misc.10
- CRO: Form B67 and completion notes
- CRO: company officers, bonds and Section 140 applications
- CRO: director responsibilities and director changes
- CRO: separate registered-office requirements
- Revenue: company tax-residence rules