Non-EEA Resident Director Bond

What is a Non-EEA Resident Director Bond?

Section 137 of The Companies Act 2014 (Section 43 under the old Act) states that if an Irish Registered Company does not have at least one company director who is resident in the European Economic Area (EEA), the company should purchase a Non-EEA Resident Director Bond.

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.

How Does the Bond Work?

When a company purchases a Section 137 Non-Resident Directors Bond or 'Revenue Bond', the company will be exempted from the requirement to have a Director who is resident in the EEA (European Union plus Iceland, Norway, and Liechtenstein).

A Revenue Bond will insure the company for a sum of €25,000 and it will 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.
• A 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.

Duration and Renewal

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.

Having the Bond in effect does not replace or act as a Company Director — it merely allows the company to operate without an EEA resident director in place. Following the two-year period of the bond, the company is required to either:

• Renew the bond for a further two years
• Put an EEA resident director in place
• Create a real and continuous link in the state

The link exemption can be applied for with the Revenue Commissioners when a company displays significant employment and a strong physical presence in Ireland.

Important Notice

The total fee payable for the Non-Resident Directors Bond is €2,200 and covers a period of two years. Please note that once the Bond is issued it is non-refundable.