Section 137 Non-Resident Director Bond
Section 137 Non-Resident Directors Bond – Overview
Under Section 137 of the Companies Act 2014 (formerly Section 43 of the old Companies Act), every Irish company is required to have at least one director who is resident in the European Economic Area (EEA). This requirement is based on residency, not citizenship. Therefore, an EEA passport holder not residing within the EEA is still considered a non-resident and must comply with this rule.
To comply, companies without an EEA-resident director must obtain a Section 137 Non-Resident Directors Bond, commonly known as a Revenue Bond. This bond allows the company to legally operate in Ireland without appointing an EEA-resident director.
What the Section 137 Revenue Bond Covers
The Revenue Bond provides a financial guarantee of €25,000 and is designed to cover the following:
Fines under the Companies Act 2014, such as those for late filing of Annual Returns or Audited Financial Statements.
Penalties for failing to supply information to the Revenue Commissioners, primarily details required on Form CRO 11F.
Liabilities under Sections 1071 and 1073 of the Taxes Consolidation Act 1997.
Costs incurred by the State in recovering any of the above fines or penalties.
Bond Duration & Requirements
The bond is valid for two years and must be in place either at the time of company incorporation or when the last EEA-resident director resigns.
It functions as an insurance policy protecting the State from unpaid taxes or penalties if the company leaves the jurisdiction.
Important: The bond does not replace a company director; it only permits the company to operate without an EEA-resident director for the bond’s duration.
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After the Two-Year Period
Once the two-year term ends, the company must:
Renew the bond for another two years; or
Appoint an EEA-resident director; or
Apply for a “real and continuous link” exemption, granted by Revenue if the company demonstrates a substantial physical presence and economic activity in Ireland (such as employing staff or operating premises).
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