This article is for you if you are a non-EU or non-EEA resident and want to start a company in Ireland.
If you are EU/EEA resident but are not an EU/EEA citizen - you need our guide to setting up a company for non-EU or non-EEA citizens here .
1. Director Residency Requirements Every company in Ireland must have at least one director who is a resident of a European Economic Area (EEA) country at any given time. This means that, so long as at least one director of the company is resident in the EEA , the other directors can be based anywhere in the world.
Directors can even move in and out of the EEA as they please, so long as they update their addresses with the Companies Registration Office and at all times, at least one of those addresses is in the EEA.
Why is this required? This rule is in place to ensure that companies registered in Ireland have a point of accountability within the EU/EEA for compliance with laws and regulations.
Who qualifies as an EEA resident? Source: https://www.eea.europa.eu/en/analysis/maps-and-charts/eea-member-countries-5 any of the 30 countries that are part of the European Economic Area (including all EU countries, Iceland, Liechtenstein, and Norway).
What if I don’t have an EEA-resident director? If you cannot appoint a director who is an EEA resident, there is an alternative - you must provide a financial guarantee known as a Section 137 Non-Resident Director Bond .
2. Section 137 Non-Resident Director Bond The Section 137 Bond is a legal alternative for companies without an EEA-resident director . It acts as a financial safeguard to ensure compliance with Irish company law.
What is the Section 137 Bond? It is a financial guarantee, valued at €25,000, purchased from a bonding provider . It ensures that the company complies with certain obligations under Irish company law and tax law. It can be used to set off any fine or penalty that the company might get. What does the bond cover? The bond is essentially insurance . If the company breaches specific legal requirements—such as failing to file tax returns—the bond may be called upon to cover associated penalties.
How do I obtain a Section 137 Bond? The bond must be arranged through a specialised bonding company or financial institution. A one-time premium is paid to the bonding provider, and the bond is typically valid for two years . Will I need to renew the bond? Yes, if your company still does not have an EEA-resident director after the initial two-year bond period, the bond must be renewed .
Where do I get one and how much does it cost? Section 137 Bonds can be gotten from certain financial institutions in Ireland, such as certain insurance brokers. See here or here .
They can cost between €1,500 - €2,000 + VAT for a bond that covers you for 2 years.
Important Considerations: While the bond allows non-EEA residents to comply with Irish law, it is often advisable to appoint an EEA-resident director where possible, as this can simplify ongoing compliance. If you would prefer to appoint an EEA based director over getting a bond - reach out to us.
3. A Company Secretary An Irish company must also appoint a company secretary. This person or entity ensures the company adheres to corporate governance rules.
Can the company secretary be based outside Ireland? Yes, the company secretary can be located anywhere . However, many non-resident companies appoint professional service providers in Ireland to act as company secretary.
Key Responsibilities 4. A Registered Office Address in Ireland Every Irish company must have a registered office address in Ireland.
What is a registered office? This is the official address where all legal correspondence is sent, including communications from the CRO and Irish Revenue (the Irish tax authority).
What type of address is acceptable? The address must be a physical location in Ireland . PO boxes are not allowed. Many companies use serviced offices or virtual office providers as their registered address.
5. Verified Identity Number (VIN) for Non-Resident Directors If a non-resident director does not have an Irish Personal Public Service (PPS) number, they will need to obtain a Verified Identity Number (VIN)
How do I obtain a VIN? See our more detailed article of VIF forms here .
6. PPS Number or VIN for Non-Resident Shareholders Non-resident shareholders who own more than 25% of the company must also obtain either a PPS number or a VIN, to allow the filing of the beneficial ownership register. This requirement ensures compliance with Irish regulations on beneficial ownership and tax law.
Within 5 months of setting up your company, you have to file details of anyone that holds more than 25% of the shares of your company on the Register of Beneficial Ownership website . To make this filing, you are required to provide a PPS or VIN for that person.
Open Forest can do this for you so just reach out to us.
How Can Open Forest Help? Open Forest offer the cheapest and fastest incorporation packages in Ireland including holding companies for €99 including CRO fees, VAT and access to the Open Forest platform so you can keep track of all of your legal, tax and accounting obligations - at no additional cost.
Choose from one of our incorporation packages here and we will take care of the rest.
Frequently Asked Questions (FAQs)
1. Can I open a company in Ireland as a non-resident? Yes, non-residents can establish a company in Ireland, though you'll need either an EU/EEA resident director or a Section 137 Non-Resident Director Bond, plus a registered office address in Ireland.
2. Can foreigners own companies in Ireland? Yes, foreigners can fully own Irish companies, though shareholders owning more than 25% will need either an Irish PPS number or a Verified Identity Number (VIN).
3. Can shareholders of an Irish company live outside the EU/EEA? Yes, shareholders can reside anywhere in the world. However, non-resident shareholders owning more than 25% of the company will need a PPS number or VIN.
4. Can a non-resident be a director of an Irish company? Yes, non-residents can serve as directors of Irish companies, but if there's no EU/EEA resident director, the company must secure a Section 137 Bond valued at €25,000.
5. Can Stamp 4 start business in Ireland? Yes, Stamp 4 holders can start and own businesses in Ireland without restriction, as this immigration permission grants full rights to establish and operate a business.
6. What happens if I fail to maintain my Section 137 Bond? Without a valid bond or an EEA-resident director, the company will be in breach of Irish law and may face penalties or deregistration.
7. Can I manage the company remotely? Yes, you can manage the company remotely. However, you will need a registered office in Ireland and ensure all compliance obligations are met.
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