The rule
Section 137 of the Companies Act 2014 requires every company to have at least one director who is tax resident in an EEA member state. An alternate director does not count. The rule matters most when a company is formed by people living outside Europe, or when the last EEA-resident director steps down or moves away.
The two alternatives
| Option | What it is | Best for |
|---|---|---|
| Section 137 bond | An insurance bond worth €25,000 in the prescribed form, kept in force | New companies, or any company that cannot yet show trading in Ireland |
| Section 140 certificate | A Revenue certificate confirming a real and continuous link with economic activity in Ireland | Companies already trading and filing tax returns in Ireland |
Revenue looks mainly at the company’s record of tax returns when deciding on a section 140 certificate, which is why it suits established companies rather than new ones.
When directors change
If a director leaves and the company would be left with no EEA-resident director, the bond or the section 140 certificate needs to be in place when the change is filed with the CRO on Form B10. Planning this before the director steps down avoids a gap.
We tell you which option applies to your company, arrange the bond or the certificate application, and keep the CRO filings in step.
Frequently Asked Questions
Does an Irish company need an Irish-resident director?
Not Irish specifically. It needs at least one director resident in the EEA, or a section 137 bond or section 140 certificate instead.
How much is the non-resident director bond?
The section 137 bond is for €25,000.
What is a section 140 certificate?
A certificate from Revenue confirming the company has a real and continuous link with one or more economic activities carried on in Ireland. It replaces the need for an EEA-resident director.
Does a UK-resident director count as EEA-resident?
No. The UK is not in the EEA, so a company whose only director lives in the UK needs a bond or a section 140 certificate.
Sources (2)Checked 29 October 2026
This guide is general information, not advice for your situation. Rules change, so check the official sources or talk to us before acting on it.