Should the UK leave the European Union without any deal in place, companies which have only UK resident directors will have to comply with section 137 Companies Act 2014.
Section 137 of the Companies Act 2014 requires at least one director of a company to be a person who is resident in a European Economic Area (EEA).
Section 137- Bond where a company has no EEA resident director
This requirement to have at least one EEA resident director does not apply in the case of a company who for the time being holds a bond to the value of €25,000. This bond should provide that in the event of a failure by the company to pay whole or part of a fine imposed on the company in respect of an offence under the Companies Act 2014 or the Taxes Consolidation Act 1997, a sum of money under the bond will be applied to discharge whole or part of the company’s liability in respect of any such fine or penalty.
To rely on this bond the bond must be: -
• Valid for a minimum period of 2 years prior to the event constituting a failure on behalf of the company;
• The surety under the bond must be a bank, building society, insurance company or credit institution; and
• The bond must be of a class specified in Schedule 2 of the Companies Act 2014 (Bonding). It is important to ensure that the bond being relied upon is in the form prescribed by the Companies Registration Office.
Section 140 Certificate Exemption
If a company, following incorporation, is granted a certificate (Section 140 Certificate) from the registrar of companies certifying that the company has a real or continuous link with one or more economic activities that are carried out in the State, that company will be exempted from the requirement to have at least one EEA resident director.
An application for this certificate is made to the CRO using a form B67, accompanied by a statement from Revenue, within 2 months of the application, confirming that they have grounds to believe that the company has a link to the State.
About OSM Partners Company Secretarial Department
OSM Partners’ dedicated Company Secretarial Department provides extensive services to company directors, secretaries and managers, advising on all aspects of company law.
Catering for companies of all sizes, we provide bespoke services, tailored to the needs of each client.
Our experienced team work to ensure compliance with all statutory obligations and responsibilities, to navigate Ireland’s changing legislation
For further information on this or any of our Company Secretarial Services, please contact Annie Egan, Declan Murphy or your usual contact in OSM Partners.
Section 137 of the Companies Act 2014 requires at least one director of a company to be a person who is resident in a European Economic Area (EEA).
Section 137- Bond where a company has no EEA resident director
This requirement to have at least one EEA resident director does not apply in the case of a company who for the time being holds a bond to the value of €25,000. This bond should provide that in the event of a failure by the company to pay whole or part of a fine imposed on the company in respect of an offence under the Companies Act 2014 or the Taxes Consolidation Act 1997, a sum of money under the bond will be applied to discharge whole or part of the company’s liability in respect of any such fine or penalty.
To rely on this bond the bond must be: -
• Valid for a minimum period of 2 years prior to the event constituting a failure on behalf of the company;
• The surety under the bond must be a bank, building society, insurance company or credit institution; and
• The bond must be of a class specified in Schedule 2 of the Companies Act 2014 (Bonding). It is important to ensure that the bond being relied upon is in the form prescribed by the Companies Registration Office.
Section 140 Certificate Exemption
If a company, following incorporation, is granted a certificate (Section 140 Certificate) from the registrar of companies certifying that the company has a real or continuous link with one or more economic activities that are carried out in the State, that company will be exempted from the requirement to have at least one EEA resident director.
An application for this certificate is made to the CRO using a form B67, accompanied by a statement from Revenue, within 2 months of the application, confirming that they have grounds to believe that the company has a link to the State.
About OSM Partners Company Secretarial Department
OSM Partners’ dedicated Company Secretarial Department provides extensive services to company directors, secretaries and managers, advising on all aspects of company law.
Catering for companies of all sizes, we provide bespoke services, tailored to the needs of each client.
Our experienced team work to ensure compliance with all statutory obligations and responsibilities, to navigate Ireland’s changing legislation
For further information on this or any of our Company Secretarial Services, please contact Annie Egan, Declan Murphy or your usual contact in OSM Partners.
