Brexit – Changes for UK Resident Directors from 1 Jan 2021

With the UK now departed from EU, companies with UK resident directors only are now required to comply with section 137 Companies Act 2014. This is the requirement to have an EEA-resident director. 

Since 1 January 2021, any company with only UK resident directors will have to take action. The company will have three options to satisfy the requirement under Section 137. 

Option 1

Appoint an EEA resident director

Option 2 Application to Revenue Commissioners

Confirmation from the Revenue Commissioners and filing of Form B67 with the Companies Registration Office (CRO)

Make an applicable to Revenue Commissioners for their statement that the company has a real and continuous link with one or more economic activities that are in carried on in the State.

The company must have premises or employees in Ireland to qualify as a company that has “a real and continuous link with one or more economic activities that are being carried on in the State”.

The application can be made through ROS – my enquiries

Once the statement is received from Revenue an application can be made to the CRO using Form B67

Option 3  Section 137 - Bond where company has no EEA-resident director 

The requirement to have at least one EEA resident director from a member State does not apply to any company which for the time being holds a bond, in the prescribed form, in force to the value of €25,000 and which provides that in the event of a failure by the company to pay the whole or part of a fine imposed on the company in respect of an offence under the Companies Act 2014 or under the Taxes Consolidation Act 1997, there shall become payable under the bond a sum of money for the purpose of same being applied in discharge of the whole or part of the company's liability in respect of any such fine or penalty.

The bond must have a minimum period of validity of two years, commencing no earlier than the occurrence of the event giving rise to the requirement for the bond. The surety under the bond must be a bank, building society, insurance company or credit institution. 

If you require any further details on Non-EEA Resident Directors or in relation to our audit and accounting services, please contact Deirdre McDermott on 01 439 4200.

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