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Non-Resident Directors of an Irish Company: The Section 137 Bond Explained

Staxo Team, 2026-09-16

Ireland is a popular place to incorporate, and plenty of founders live elsewhere. The Companies Act 2014 allows that, with one condition: at least one director must be resident in the European Economic Area (EEA), or the company must put an alternative in place. This guide explains the rule, the two ways around it, and the identity requirements every director must meet regardless of where they live.

The EEA-resident director requirement

Section 137 of the Companies Act 2014 requires every Irish company to have at least one director who is resident in an EEA member state. The EEA is the 27 EU countries plus Iceland, Liechtenstein and Norway. The CRO is explicit that the United Kingdom left the EEA on 31 December 2020, so a company whose only directors live in the UK does not meet the requirement.

Residence is about where the person actually lives, not their nationality. A French citizen living in Dubai is not EEA resident. An Australian citizen living in Dublin is. For Irish residence specifically, the Act uses a day count: present in the State for 183 days or more in the 12 months before the relevant time, or 280 days or more across the two preceding 12 month periods.

Failing to meet the requirement, without an exemption, is a Category 4 offence.

Option 1: The Section 137 bond

The requirement does not apply to a company that holds a bond in the prescribed form. The CRO sets out the conditions:

  • The bond must be to the value of 25,000 euro.
  • It must have a minimum period of validity of two years.
  • The surety must be a bank, building society, insurance company or credit institution.
  • It must be in the prescribed form, executed under the surety's common seal. The CRO accepts no other form.

What the bond covers

The bond pays out if the company fails to pay a fine for an offence under the Companies Act prosecutable by the Registrar, a fine under Section 1078 of the Taxes Consolidation Act 1997, or a penalty under Sections 1071 or 1073 of that Act. In plain terms, it is security for the State that company law and tax penalties will be paid even if the directors are outside the jurisdiction.

How to put a bond in place for a new company

  1. Apply to an insurer or bank that issues Section 137 bonds. Premiums are set by the provider and are not published by the CRO; get a quote early.
  2. Make sure the company name on the bond matches the name on the A1 exactly. If the CRO rejects the name, a new or amended bond is needed.
  3. Set the effective date so the bond is in force at the date of incorporation. The CRO notes that applicants should allow for current processing times when choosing the start date.
  4. Tick the Section 137 bond box on the A1 in CORE and send a certified copy of the bond to the CRO's New Companies section with the A1.

The CRO also states that A1 applications with bonds cannot be prioritised.

Existing companies

If a company loses its only EEA-resident director, a bond must be put in place at that point and sent to the CRO's bonding section, usually with the Form B10 recording the change. Bonds must be renewed before they expire.

Option 2: A real and continuous link certificate

A company can instead apply, after incorporation, for a certificate from the Registrar of Companies stating that it has a real and continuous link with one or more economic activities carried on in the State. While the certificate is in force, the EEA-resident director requirement does not apply.

The application is made on Form B67, with a CRO fee of 40 euro. It must be accompanied by a statement from the Revenue Commissioners, made within two months of the application, that Revenue has reasonable grounds to believe the company has such a link. In practice this means the company needs to be trading in Ireland, with Irish employees, premises or customers, before Revenue will issue the statement. It is therefore a route for established companies, not brand new ones. A new company without an EEA director starts with a bond and may move to a Section 140 certificate later.

Identity requirements for every director

Whether or not the residence rule is an issue, every director must be identified to the CRO.

Directors with a PPSN

The A1, B1 and B10 forms require each director's PPSN. The CRO checks the first name, last name and date of birth against the Department of Social Protection record. The PPSN must match exactly. CRO staff do not see the PPSN itself. If the check fails, the filing is returned instantly.

Directors without a PPSN: Form VIF

A director who does not have a PPSN, which describes most non-resident directors, must complete a Form VIF (Verification of Identity) on CORE. Once accepted, the CRO issues an Identified Person Number (IPN), sometimes described as a verified identity number, which is then used in place of a PPSN on all CRO and RBO filings.

The VIF is a sworn declaration. From midnight on 30 April 2026 the CRO no longer accepts VIF forms witnessed online. The declarant and the witness must be physically in the same room. Earlier versions of the form received after that date are rejected. Non-resident directors should factor in time to arrange an in-person witness.

Beneficial owners

The same logic applies at the RBO. Beneficial owners with a PPSN use it; those without one complete a declaration to obtain an RBO number. Beneficial ownership must be filed within five months of incorporation.

Practical checklist for a company with no EEA-resident director

  • Confirm where each director actually lives, using the 183 day and 280 day tests for Ireland.
  • If nobody is EEA resident, get bond quotes before filing anything.
  • Obtain a VIF and IPN for each director without a PPSN, witnessed in person.
  • Match the bond to the exact proposed company name.
  • Set the bond start date to cover the expected incorporation date.
  • Tick the bond box on the A1 and send the certified copy.
  • Diary the bond expiry and renew before it lapses.
  • Once trading in Ireland, consider a Form B67 application to replace the bond.

Frequently asked questions

Can I just appoint an Irish friend as a nominee director?

Anyone appointed as a director has the full legal duties and liabilities of a director. Appointing someone in name only is risky for both parties and does not remove the need for that person to genuinely act. Many founders prefer the bond for that reason.

Does a UK resident director count?

No. The UK is outside the EEA since 31 December 2020. A company with only UK resident directors needs a bond or a Section 140 certificate.

How much does a Section 137 bond cost?

The 25,000 euro figure is the cover, not the premium. Premiums are set by insurers and vary. Get a quote; treat any figure you see online as approximate.

Do I need a PPSN to be a director?

No. A director without a PPSN uses a Form VIF to obtain an Identified Person Number from the CRO instead.

Sources

Staxo forms Irish companies online for 199 euro ex VAT and gives founders, in Ireland or abroad, accounting software with human support once the company is live. Start your company formation.