Does Your Irish Company Need an EEA-Resident Director?

Quick answer

Yes, under section 137 of the Companies Act 2014 at least one director must be resident in a European Economic Area (EEA) state, unless the company holds a €25,000 non-resident director bond (section 137) or a certificate that it has a real and continuous link with an economic activity in Ireland (section 140).

2 min read · Prepared by the NomineeHub.ie team and reviewed by a qualified accountant (FCCA or ACCA)

The rule

Section 137 requires at least one director of an Irish company to be resident in an EEA state: the 27 EU countries plus Iceland, Liechtenstein and Norway. Residence is a question of where the director actually lives and is resident, not their nationality; tax residence is the usual evidence. An Irish citizen living and tax resident in Dubai doesn't qualify, while a US citizen living and tax resident in Portugal can. Switzerland isn't in the EEA, and since Brexit neither is the United Kingdom, so a UK-resident director doesn't meet the rule.

The three ways to comply

  1. An EEA-resident director. A founder, co-director or professional nominee director who lives in the EEA.
  2. A Section 137 bond. A €25,000 insurance bond, in force for two years, that covers certain company fines and tax penalties if they go unpaid.
  3. A Section 140 certificate. The company applies to the CRO on Form B67, with a statement from Revenue, dated no more than two months before the application, that it has reasonable grounds to believe the company has a real and continuous link with one or more economic activities carried on in Ireland. It isn't automatic: the CRO decides whether the conditions are met.
Nominee EEA-resident director: €1,499.99 + VAT a year

Or a Section 137 bond for €1,849.99 + VAT for two years. We'll tell you which suits your company.

See director options

Which to choose

  • New company with no EEA-resident founder: the bond is usually simplest and is needed before incorporation.
  • Company with established activity in Ireland: a Section 140 certificate may remove the need for a bond, but not every company with Irish staff or premises will qualify.
  • Banks or partners want an EEA presence on the board: a nominee EEA-resident director, who takes on full director's duties.

Where Ireland is the EEA state relied on

If the company relies on a director being resident in Ireland, section 141 sets its own test for this purpose: broadly, being present in Ireland for 183 days or more in the 12 months before the relevant date, or 280 days or more in the 24 months before it, with at least 30 days in each of those two 12-month periods. There's also an alternative based on an election to be treated as resident. Check the wording of section 141 against the director's actual days in Ireland, or ask us.

When a director leaves or moves

If the company's only EEA-resident director resigns or moves outside the EEA, the company no longer meets the rule. Arrange a replacement director, a bond or a certificate before the change happens, and file the B10 within 14 days.

New companies

A company being formed with no EEA-resident director files the bond with its incorporation documents. The CRO won't register the company without one of the three routes in place.

What happens if you don't comply

Not having an EEA-resident director, a bond or a certificate is an offence by the company and its officers in default.

Sources

Last checked 14 November 2026 against the Companies Act 2014 and Companies Registration Office (CRO) guidance. This is general information, not legal or tax advice for your company.