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Directors’ residency requirements, is your company compliant?

  • Ireland
  • Corporate secretarial services

18-10-2021

Every Irish company is required to have at least one director who is resident in the European Economic Area (“EEA”). If a company defaults on this requirement, they could be liable to fines under company and tax legislation. In addition to fines, the Registrar of Companies has power to strike a company from the register if there is reasonable cause to believe that section 137 of the Companies Act 2014 is not being complied with.

Prior to December 2020, for a significant number of companies, this requirement was satisfied by having a UK resident director appointed to the Board. However, as the UK have now left the European Union, this solution is no longer available, therefore these and other companies without an EEA resident director must explore alternative options.

1. Appoint an EEA-resident director

A relatively simple solution, but one that may not be a viable option for some companies due to the economic costs involved or other requirements as set out within their constitutions

2. Put a Non-EEA Resident Bond in Place

Perhaps the most straightforward solution for companies that, for whatever reason, cannot appoint an EEA resident director is to put in place a non-EEA resident director bond, to the value of €25,000.

The bond provides that in the event of a failure by a company to pay the whole or part of a fine imposed in respect of an offence under company or tax legislation, there shall become payable, under the bond, a sum of money to discharge the whole or part of the liability in respect of such a fine. The bond is effective for 2 years and can be renewed thereafter if required.

3. Proving a 'real and continuous link' with Ireland

To obtain a certificate confirming this link, an application can be made to the CRO accompanied by a statement from the Irish Revenue Commissioners that the company has a real and continuous link with an economic activity within the state. For so long as the certificate is in force, the company will be exempt from having an EEA resident director. It should however be borne in mind that the certificate is granted based on retrospective activity and therefore is an unsuitable solution for a newly incorporated company.

For a large number of companies, this requirement remains outstanding and they are advised to act now to remedy the situation, and until such time, it is likely that companies in default will not be permitted to make their statutory filings. Each Company must determine the solution that is most suitable for its particular circumstances and ensure compliance sooner rather than later.

Our highly skilled Company Secretarial team can advise your company on these and all other statutory requirements. 

For assistance, please contact a member of our team

Liam Boyle, Head of Company Secretarial - LiamBoyle@eversheds-sutherland.ie

Lauren Derwin, Company Secretary - LaurenDerwin@eversheds-sutherland.ie