Can You Register an Irish Company Without an EEA-Resident Director?
Published: 7 November 2026
You want to establish an Irish company, but you live outside Ireland. Your proposed business partner also lives overseas. Does that mean you must appoint an Irish director before you can incorporate?
Not necessarily.
Ireland’s company legislation generally requires at least one director to reside in the European Economic Area, or EEA. However, it also provides alternatives, including a Section 137 bond.
Understanding these options before submitting an application can help you plan the company’s management, avoid unnecessary appointments and obtain a realistic formation quotation.
This guide explains the distinction between Irish residence and EEA residence, how the bond works and what else non-resident founders need to consider.
For the wider registration process, visit our Ireland company formation page.
Do You Need a Director Who Lives in Ireland?
An Irish company does not necessarily need an Irish-resident director.
The general requirement under Section 137 of the Companies Act 2014 is for at least one director to be resident in an EEA member state.
The EEA comprises the European Union member states together with Iceland, Liechtenstein and Norway.
A director resident in France, Germany or Spain, for example, may satisfy the residence requirement without living in Ireland.
The important distinction is residence rather than citizenship. Holding an EU passport does not, by itself, establish that a person is resident in the EEA.
Before incorporation, review where each proposed director actually resides and whether the company needs an alternative arrangement.
Does a UK-Resident Director Meet the Requirement?
Residence in the United Kingdom does not satisfy the EEA-resident director requirement.
This matters for founders who assume that a London-based director can fulfil the requirement because the company will be registered in neighbouring Ireland.
Following the end of the Brexit transition period, UK residence ceased to qualify for this purpose.
For example, if an Irish company’s only director lives in England, the company needs an appropriate alternative, such as a Section 137 bond, unless another applicable exemption is in force.
The same issue can arise later if the company’s last EEA-resident director resigns or moves outside the EEA.
What Is a Section 137 Bond?
A Section 137 bond is a statutory arrangement that allows a company to meet an exception to the EEA-resident director requirement.
The bond must be in the prescribed form and provide cover of €25,000. It covers specified fines and penalties under the relevant company and tax legislation.
The €25,000 figure is the bond’s cover amount. It should not be confused with the company’s share capital or the price charged for arranging the bond.
When requesting a quotation, ask for the actual bond premium and any related arrangement charges to be identified separately.
The surety must belong to an approved category, such as an insurance company, bank, building society or credit institution.
How Long Must the Bond Last?
The prescribed minimum period of validity is two years.
For a new company relying on this route, the bond must be submitted as part of the incorporation arrangements and be effective on the incorporation date.
This makes timing important. The formation application and bond should be coordinated so that the cover meets the registration requirements.
What Happens When the Bond Expires?
The company must continue to meet the director-residence requirement or an applicable exemption.
Before the bond expires, review whether the company will:
- Continue using a bond.
- Have a qualifying EEA-resident director.
- Hold a valid Section 140 certificate.
Include the expiry date in the company’s compliance calendar rather than treating the bond as a one-off incorporation document.
Can an Irish LTD Have Just One Director?
An Irish private company limited by shares, known as an LTD, can have a single director.
However, having one director does not remove the EEA residence requirement. A sole director living outside the EEA still needs the company to meet an applicable exception.
There is also a separate company secretary requirement.
The sole director of an Irish LTD cannot also act as its company secretary. A separate person or suitable corporate secretary must be appointed.
For example, a founder living in the United States may propose to act as the sole director. The formation arrangements would need to address both the director-residence requirement and the separate secretary appointment.
Additional background is available in our Ireland company formation FAQ.
Can an EEA-Resident Secretary Replace an EEA-Resident Director?
Appointing a company secretary who lives in the EEA does not, by itself, satisfy the director-residence requirement.
These are separate company roles.
A company whose directors all live outside the EEA cannot rely solely on its secretary’s Irish or other EEA address. It must assess the position of its directors and arrange the relevant exemption where required.
This distinction should be checked before submitting the incorporation application, especially where an overseas founder plans to appoint a professional secretary.
What Is a Section 140 Certificate?
A Section 140 certificate provides another exception to the EEA-resident director requirement.
It concerns a company with a real and continuous link with one or more economic activities carried on in Ireland.
The process involves an application to the Companies Registration Office using Form B67, supported by the required statement from Irish Revenue.
For a newly incorporated business, this should not be assumed to be an automatic alternative available simply because the company has an Irish registered office.
The company must establish the relevant economic connection and complete the application process. CRO describes this route as an application made following incorporation.
If the company initially relies on a bond, it must continue meeting the applicable requirements while any certificate application is being considered.
Is an Irish Registered Office Still Required?
Yes. Director residence and the company’s registered office are separate requirements.
An Irish company must maintain a registered office in Ireland. The address must be a physical location rather than only a post office box.
Official correspondence and legal notices are sent to that address, so suitable arrangements for receiving and handling documents are essential.
An Irish registered office does not replace the EEA-resident director requirement. Equally, arranging a Section 137 bond does not remove the need for an Irish registered office.
Each requirement needs to be addressed in the formation plan.
What the Bond Does Not Decide
A Section 137 bond addresses a particular company-law requirement. It does not settle every question involved in establishing and operating the business.
Founders should separately assess:
- Tax residence and the location of company management.
- Tax registrations appropriate to the proposed activities.
- Banking and payment-provider requirements.
- Any business licences or regulatory permissions.
- Accounting, annual returns and ongoing administration.
The bond also does not establish an individual’s right to live or work in Ireland.
These questions depend on the business and the people involved. They should be reviewed alongside incorporation rather than left until the company needs to start trading.
What Should Non-Resident Founders Prepare?
Before requesting an Irish company formation quotation, prepare a clear outline of the proposed structure.
Include:
- Business activities: What the company will do and where its customers will be.
- Directors: Who will manage it and where each director resides.
- Ownership: Who will hold the shares and in what proportions.
- Company secretary: Whether a separate secretary service is required.
- Registered office: How the Irish address requirement will be met.
- Director-residence arrangements: Whether an EEA-resident director or bond is proposed.
- Financial arrangements: The intended banking and payment requirements.
These details make it easier to identify the necessary services and distinguish initial formation costs from recurring expenses.
Discuss Your Irish Company Formation With BRIS GROUP
Living outside the EEA does not automatically prevent you from establishing an Irish company. The key is to arrange the company’s directors, secretary, registered office and any required bond correctly.
BRIS GROUP provides international company formation services from its main office in England.
Share your proposed business activities, ownership structure and directors’ countries of residence so that the formation requirements and an individual quotation can be considered.
Visit our Ireland company formation page for service information, or explore our Ireland FAQ for further guidance.
This article provides general information. The appropriate arrangements depend on the proposed company and the circumstances of its directors and owners.