Section 137 Non-EEA Resident Director
Section 137 of the Companies Act 2014 requires every Irish registered company to have at least one director resident in a member state of the European Economic Area (EEA) or an insurance Bond or a Section 140 certificate. The EEA resident director requirement relates to residency and not citizenship i.e. a director who holds an EEA passport but resides outside of the EEA does not satisfy the requirement. Neither does an EEA-resident alternate director.
It is a criminal offence not to have at least one EEA-resident director of an Irish-registered company. The company and every officer of the company who is in default may be prosecuted.
Bond
The bond must be in the prescribed form, in force to the value of €25,000 and is effective for a period of two years. If there are no EEA resident directors upon incorporation the bond must accompany the application for incorporation. The bond provides that in the event of a failure by the company to pay;- A fine imposed on the company in respect of an offence committed by it under the Companies Act 2014 and/or
- A fine imposed on the company in respect of an offence committed by it under section 1078 Taxes Consolidation Act 1997 and which consists of a failure by the company to deliver a statement under section 882 of that Act or to comply with a notice served on it under section 884 of that Act, and/or
- A penalty which it has been held liable to pay under section 1071 or 1073 Taxes Consolidation Act 1997,
Section 140 Certificate
The company must apply to the Company Registration Office for the certificate. The certificate can not be issued for incorporations as a statement from the Revenue Commissioners must accompany the application stating that the company has satisfied to the Revenue Commissioners that one or more of the following conditions have been met by the company:- the affairs of the company are managed by one or more persons from a place of business established in the State and that person or those persons is or are authorised by the company to act on its behalf;
- the company carries on a trade in the State;
- the company is a subsidiary or a holding company of a company or another body corporate that satisfies either or both of the conditions specified in paragraphs (a) and (b);
- the company is a subsidiary of a company, another subsidiary of which satisfies either or both of the conditions specified in paragraphs (a) and (b). (Section 140(9) of the Companies Act 2014).