🌍 Irish company formation — non-EEA directors

Irish Company,
No EEA Director Required.

You can form and own an Irish company from the UK, the US or anywhere else in the world. The Section 137 bond replaces the EEA-resident director requirement for a minimum two-year period. Forti handles the bond, identity process and incorporation together.

Last reviewed: September 2026 · Pradeep Dabas ACCA, Partner, Forti Ltd.
Set up my Irish company and bond →
Directors, ownership, identity and package confirmed before starting.
Bond included in both non-resident formation packages.
Section 137 bond — at a glance
Bond facts
Bond value
€25,000
Minimum period
2 years
Must be in place at incorporation
Yes
Packages
Standalone bond service
€1,800 + VAT
Essential Non-Resident (bond incl.)
€2,450 + VAT
Non-Resident Plus (bond + address + secretary)
€3,250 + VAT
Identity
No PPSN — use Form VIF
Guided
VIF in-person witnessing (from Apr 2026)
Required
IPN — reusable for future CRO filings
Set up my Irish company and bond →
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Bond value
€25,000 — minimum 2-year period
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Identity
VIF / IPN guidance included
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Renewal tracked
Next route planned before expiry
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Based in
Sandyford, Dublin 18

The EEA-resident director rule — what actually matters

At least one director must be resident in an EEA Member State. The EEA is the EU plus Iceland, Liechtenstein and Norway.

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Residency — not nationality
An Irish citizen living in Dubai does not satisfy the requirement. A non-EU citizen genuinely resident in an EEA country can satisfy it. Where you live is what matters — not your passport.
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UK directors after Brexit
The United Kingdom is no longer part of the EEA. A UK-resident director does not meet the Section 137 residency requirement unless another director on the board is EEA-resident.
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Non-compliance is a Category 4 offence
Punishable on summary conviction by a Class A fine of up to €5,000. The company must not be left without an EEA-resident director, a valid bond or a Section 140 certificate.

This service is for you if

You are incorporating an Irish company and none of the proposed directors lives in the EEA
Your board consists only of UK, US, Canadian, Australian, Middle Eastern or Asian residents
The company's only EEA-resident director is resigning or moving outside the EEA
A UK-resident director was relied on before Brexit and the position was never corrected
You are an international e-commerce founder, contractor, consultant or holding-company owner
You need the Section 137 bond, VIF/IPN guidance and incorporation handled as one process

Your three compliance routes

For a newly formed company with no EEA-resident director, the Section 137 bond is the direct statutory route. A Section 140 certificate depends on existing economic activity and is not a formation-stage shortcut.

RouteAvailable whenCore requirementDurationMain consideration
Section 137 bondAt incorporation or when the last EEA-resident director leavesPrescribed €25,000 surety bondMinimum two yearsRenewal or replacement route required at expiry
EEA-resident directorWhen a genuine EEA-resident director joins the boardA real director who accepts full statutory dutiesWhile resident and in officeGovernance involvement, responsibility and any professional fee
Section 140 certificateAfter the company proves a real and continuous economic link with IrelandRevenue statement and CRO Form B67While the link remains in forceEvidence-heavy — assessed on the company's actual activity

How the Section 137 bond works

The bond is a surety instrument — not a director, a tax payment or cover for ordinary business debts.

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Bond value — €25,000
The prescribed bond is in force to a value of €25,000. This is not a cash deposit paid to the CRO or Forti — it is arranged through a recognised surety provider (a bank, building society, insurance company or credit institution).
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Must be in place at incorporation
Where no proposed director is EEA-resident, the bond is arranged and submitted with the company-formation documents. It cannot be added after the company is formed without a valid exemption already in force.
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Minimum two-year period
The bond must remain valid for at least two years from the event that creates the requirement. The minimum period does not renew itself — the replacement route must be agreed in advance of expiry.
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What the bond covers
The prescribed wording covers specified Companies Act fines, certain tax offences and defined Revenue penalties where the company fails to pay them. It does not pay suppliers, loans, wages, VAT or general trading debts.
At the two-year point, Forti contacts you to discuss the options: renew the bond, appoint a qualifying EEA-resident director, or assess whether the company now qualifies for a Section 140 certificate.

Appointing an EEA-resident director as an alternative

An EEA-resident director is a valid alternative where the appointment is genuine. It is not a name added solely to satisfy a CRO form.

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Full director duties apply
The person has the same statutory duties, responsibilities and potential liabilities as every other director. Governance access, board involvement and authority over defined risk matters are normally required.
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An ongoing professional arrangement
A professional appointment normally involves continuing due diligence, governance conditions and an annual fee agreed with the provider. Forti's published packages use the Section 137 bond — a professional resident-director arrangement is assessed separately.

Section 140 certificate — for established companies

A company with genuine activity in Ireland can apply for a certificate confirming a real and continuous economic link. This requires Form B67 and a Revenue statement issued within the previous two months.

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Management from an Irish place of business
The company's affairs may be managed by authorised persons from an established place of business in the State — supported by evidence of actual operations.
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Trade carried on in Ireland
Evidence can include actual economic activity, commercial operations and a regular tax-return history — not a bank account, dormant registration or stated intention alone.
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Qualifying group relationship
A subsidiary or holding-company relationship can be relevant where the statutory economic-link conditions are satisfied by that group structure.
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Evidence assessed case by case
The certificate can be revoked if the real and continuous link ceases. Forti reviews the evidence before recommending this route — it is not a formation-stage option for new companies.

Director identity verification — Form VIF and the IPN

A director without an Irish PPSN uses Form VIF (Verification of Identity Form) to obtain an Identified Person Number (IPN) accepted for CRO filings. The process is not the same as BEN2 — use the current form only.

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In-person witnessing is mandatory (from 30 April 2026)
The witness and declarant must be physically in the same room when signing. Online or video witnessing is not accepted by the CRO. Previous versions submitted after the rule change are rejected.
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The IPN is reusable
Once issued to the individual, the same IPN is used for future CRO filings and can support RBO filings. A person who already has a PPSN must use it and should not apply for a replacement IPN.
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Use Form VIF — not BEN2
Form VIF is the current identity-verification form. BEN2 is a legacy name that is no longer in use. Any reference to BEN2 as the current form name should be treated as outdated.
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Bond and identity are separate requirements
A non-resident founder can need both the Section 137 bond and the VIF/IPN process before incorporation and RBO work is complete. Forti coordinates both within the engagement.

Other requirements for the Irish company

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Irish registered office
A physical address in Ireland for CRO and legal correspondence. Cannot be a PO box only.
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Company secretary
Every company needs a secretary. A sole director of an LTD cannot also act as that company's secretary.
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RBO filing
Beneficial ownership details filed after incorporation. VIF/IPN data must match the individual's identity records.
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AML and KYC
Directors, shareholders and beneficial owners provide identification, proof of address and source information during onboarding.
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Tax registrations
Corporation Tax, VAT and employer PAYE are separate from CRO incorporation and are completed where the business position requires them.
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Irish business activity
The A1 states the principal activity and the place in Ireland where it is proposed to carry that activity on.

How Forti handles the formation

Six stages — from the director and route assessment through to bond-expiry tracking.

1
Director and route assessment
We confirm the directors' countries of residence and whether the bond, an EEA-resident director or Section 140 is the appropriate route for this company.
2
Identity and AML onboarding
Passports, proof of address, ownership information and the PPSN or VIF/IPN route are reviewed. Forti confirms the witnessing requirements for the relevant country.
3
Bond and company documents prepared
Forti coordinates the surety bond, constitution, share structure, registered-office details, secretary and A1 information before filing.
4
CRO incorporation filed
The prescribed documents and bond are submitted through the formation process. Forti monitors for CRO queries and manages any returned filing.
5
RBO and post-incorporation work
Beneficial ownership, company registers, tax registration and first-year deadlines are addressed within the scope of the selected package.
6
Bond expiry tracked
We record the two-year expiry date and contact you before the company needs a renewal or a replacement compliance route — so nothing lapses unintentionally.

Non-resident director and formation pricing

All fees exclude VAT. External witnessing, certified documents, translations and additional tax or legal work are quoted separately where required.

Section 137 Bond Service
Standalone bond where formation is already arranged
1,800
+ VAT
  • Bond application and documentation
  • CRO submission of bond
  • Professional support throughout
  • Bond-expiry tracking
Recommended
Essential Non-Resident
Bond + full formation + identity guidance
2,450
+ VAT · CRO fee included
  • Two-year Section 137 bond
  • Company formation — CRO fee included
  • Certificate, constitution and share certs
  • RBO beneficial ownership filing
  • VIF / IPN process guidance
  • AML onboarding
  • Bond-expiry tracking
Non-Resident Plus
Everything in Essential + Irish address and secretary
3,250
+ VAT · CRO fee included
  • Everything in Essential Non-Resident
  • Irish registered office — 12 months
  • Business correspondence address
  • Mail scanning and forwarding
  • Company secretary service

View current company-registration packages →

Get an exact non-resident quote

We confirm the director route, package, documents and any external costs before you proceed — no surprises once the formation begins.

Get an exact quote →

Common non-resident director mistakes

Using citizenship instead of residence
An EEA passport does not satisfy Section 137 where the director actually lives outside the EEA. Residence is what matters.
Treating a UK director as EEA-resident
The UK ceased to be part of the EEA after the Brexit transition period. A UK-resident director does not satisfy the requirement.
Letting the last EEA director leave before the bond is in place
The company needs a valid exemption in force when the Section 137 requirement arises — not arranged afterwards.
Leaving the bond renewal until expiry
The minimum two-year period does not renew itself. The replacement route — bond renewal, EEA director or Section 140 — should be agreed well in advance.
Treating the bond as debt insurance
The bond covers specified statutory fines and penalties — not ordinary company liabilities such as VAT, wages, supplier invoices or loans.
Applying for Section 140 before genuine activity exists
A bank account or planned Irish business does not prove the real and continuous economic link the certificate requires.
Referring to BEN2 as the current form
Form VIF is the current identity-verification form. BEN2 is a legacy name no longer in use.
Attempting to witness VIF online
Since 30 April 2026, the CRO accepts only in-person witnessing with the declarant and witness physically present together.

Related Forti services and guides

Common questions from non-resident founders

Do I need to be an EU citizen to direct an Irish company?
No. Irish company law does not impose a nationality requirement. Section 137 looks at the director's country of residence — not the passport held.
Which countries count as the EEA?
The EEA consists of the EU Member States plus Iceland, Liechtenstein and Norway.
Does a UK-resident director count after Brexit?
No. A UK-resident director does not satisfy the EEA-residency requirement. A company with only UK-resident directors needs a Section 137 bond or another valid exemption.
What is the Section 137 bond value?
The prescribed bond is in force to a value of €25,000. This is arranged through a recognised surety provider — it is not a cash deposit paid to the CRO or Forti.
How long does the bond last?
It must be valid for a minimum of two years from the event that creates the requirement. The minimum period does not renew automatically.
What does Forti charge for the bond service?
Forti's standalone Section 137 Bond Service is €1,800 + VAT. Both non-resident formation packages include the bond — Essential Non-Resident at €2,450 + VAT and Non-Resident Plus at €3,250 + VAT.
Can I form the company without the bond and add it later?
Not where no proposed director is EEA-resident at formation. The bond or another valid exemption must be addressed as part of the incorporation — it cannot be applied retroactively.
Can I use a professional EEA-resident director instead?
Yes, where the appointment is genuine and the person accepts full director duties, responsibilities and governance involvement. Forti's published packages use the bond — a professional resident-director arrangement is assessed separately.
Can a new company use a Section 140 certificate?
Usually not. The company must demonstrate a real and continuous link with economic activity in Ireland — a stated intention or bank account is not sufficient. The certificate is generally for established trading companies.
What is Form VIF?
Form VIF is the Verification of Identity Form used by a director or beneficial owner without an Irish PPSN to obtain an Identified Person Number (IPN) accepted for CRO and relevant RBO filings.
Can Form VIF be witnessed over video?
No. Since 30 April 2026, the witness and declarant must be physically in the same room when signing. Online or video witnessing is not accepted.
Do I need a new IPN for every company I direct?
No. Once issued, the IPN is reused for that individual's future CRO filings and relevant RBO filings across multiple companies.
Do I need an Irish registered office?
Yes. Every Irish company needs a physical registered-office address in Ireland — not only a post-office box.
Can I be the sole director and company secretary?
No. A single-director LTD must appoint a separate company secretary.
How quickly will the company be registered?
The timetable depends on completed identity documents, in-person witnessing, bond paperwork and CRO processing. Forti confirms the filing plan but cannot guarantee a CRO approval date.

Set up the director structure
before filing the A1.

The bond, director details, VIF process, secretary and Irish address need to fit together before the CRO application is submitted. Forti prepares them as one formation file and tracks the obligations that follow.

Set up my Irish company and bond →
Bond included in both packages VIF / IPN guidance included Response within one business day

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