Company Formation in Ireland for Non-Residents

Can a non-resident form an Irish company?

Yes. There is no requirement to be resident in Ireland, or anywhere in the European Economic Area, to incorporate an Irish company. The Companies Act 2014 allows one or more persons to form a company for any lawful purpose. Residency is not a prerequisite.

What does matter is the residency of your company's directors. Section 137 of the Companies Act 2014 requires that at least one director of every Irish company be ordinarily resident in the EEA. If none of your directors lives in the EEA, you must satisfy an alternative compliance mechanism before the CRO will accept your formation application. The most common mechanism is the Section 137 Bond.

Beyond the director requirement, non-resident founders face the same process as Irish-resident founders: prepare a company constitution, file Form A1 with the CRO, register with Revenue, and register with the Register of Beneficial Ownership (RBO). The additional layer is satisfying the Section 137 requirements and completing a more thorough AML/KYC verification process, since non-resident founders represent a higher inherent risk category under Irish AML law.

The EEA-resident director requirement

Section 137 of the Companies Act 2014 states that every Irish company must have at least one director who is ordinarily resident in a Member State of the European Economic Area. The EEA comprises the 27 EU member states plus Iceland, Norway, and Liechtenstein. The UK ceased to qualify as EEA for this purpose on 1 January 2021 following Brexit.

The requirement is based entirely on residency, not on citizenship, nationality, or passport. Specific cases worth noting:

An Irish citizen who lives in New York does not satisfy the Section 137 requirement.
A US citizen who lives in Dublin satisfies the requirement.
A British citizen who lives in Berlin satisfies the requirement.
A British citizen who lives in London does not satisfy the requirement (post-Brexit).
EEA residency requires ordinary residence in an EEA state, generally understood as physical presence for 183 days or more in the preceding 12 months.

If you have a co-founder, business partner, or trusted colleague who lives in Ireland or the EEA and is willing to serve as a non-executive director, appointing them satisfies the requirement entirely and avoids the need for a bond. This is often the most straightforward solution for founders who plan to build a team in Ireland over time.

Section 137 Bond: the practical solution

For most non-resident founders who do not have an EEA-resident co-director, the Section 137 Bond is the standard solution. It is widely used, well understood by the CRO, and the bond arrangement process is straightforward.

The bond is a surety bond to the value of €25,000. This is not a cash deposit you make. It is an insurance-style bond arranged with a licensed bond provider in Ireland, who guarantees the €25,000 to the Irish State in the event that your company fails to meet its legal obligations. You pay a premium to the bond provider. Market rates in 2026 are approximately €1,500 to €2,050 for a two-year period, including VAT. The bond is non-refundable.

The bond covers the following potential liabilities:

Fines imposed on the company for offences under the Companies Act 2014, including failure to file Annual Returns or audited accounts on time.
Fines for failure to supply information to the Revenue Commissioners.
Penalties under the Taxes Consolidation Act 1997.
Expenses incurred in recovering these amounts.

The bond must be in place at or before the time of incorporation. It cannot be obtained retrospectively. At the end of the two-year term, you must either renew the bond, appoint an EEA-resident director, or qualify for the real and continuous link exemption.

There is a third route available to established companies: if your company can demonstrate a real and continuous link with economic activities in Ireland, such as employing staff in Ireland or carrying out the majority of its operations here, you may apply to Revenue for a certificate exempting you from the bond requirement. This route is not available at incorporation; it requires demonstrated activity over time.

For a detailed explanation of the bond, see our Section 137 Bond guide.

UK founders and Brexit

Brexit has specific implications for UK founders and for Irish companies that previously relied on UK-resident directors to satisfy Section 137.

From 1 January 2021, UK residents are treated as non-EEA for Irish company law purposes. This affects two groups:

UK founders forming new Irish companies: if all directors are UK-resident, a Section 137 Bond is required. This applies even if the founders hold Irish or EU passports but live in the UK.
Existing Irish companies that relied on a UK director: if your company's Section 137 compliance previously rested on a UK-resident director, and no bond has been obtained, your company may be non-compliant. The CRO and Revenue can prosecute companies for failure to comply with Section 137.

UK founders are among the most common users of the Section 137 Bond route. Ireland remains the natural first choice for UK companies seeking an EU presence, given the shared language, common law heritage, and close trading relationship.

AML/KYC: what documents you need to provide

As a licensed TCSP under the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, Workhub is legally required to verify the identity of all directors and beneficial owners before we can submit your formation application. This is not optional and applies to all clients, resident and non-resident alike. Non-resident clients typically take slightly longer to complete verification because documents must be certified.

For each director and each beneficial owner (any individual owning or controlling 25% or more of the shares or voting rights), you must provide:

Certified copy of a valid government-issued photo ID: passport or national identity card. The document must be valid, unexpired, and certified as a true copy by a solicitor, notary public, bank official, or comparable professional in your country. The certification must state that the copy is a true copy of the original, and must be signed, dated, and stamped by the certifier.
Proof of current residential address: a utility bill, bank statement, or official government document dated within the last three months, showing your full name and current address.

Where our risk assessment identifies higher-risk factors, such as politically exposed persons (PEPs), clients from FATF high-risk jurisdictions, or complex structures, we may request additional information including source of funds documentation.

Most clients complete AML/KYC within 24 to 48 hours of receiving our verification checklist. Once verification is complete, we can proceed with the CRO filing.

Choosing a registered office in Ireland

Every Irish company must have a physical registered office address in Ireland. For non-resident founders, a licensed TCSP registered office is the standard solution.

The registered office is the address listed on the CRO register and where all official correspondence from the CRO, Revenue, and other state bodies is sent. It does not have to be where the company trades or where the directors are based. For a company with entirely non-resident directors, the registered office is typically the only Irish address the company has.

Workhub provides registered office addresses at five locations across Dublin: Adelaide Road (D2), Baggot Street (D2), Camden Street (D2), Fern Road (Sandyford), and Bracken Road (Sandyford). All are fully staffed, physical premises. When official correspondence arrives, our team handles it.

Under Irish law, company formation, registered office, and secretarial services may only be provided by a registered accountant, auditor, solicitor, or licensed TCSP. Using an unregulated address provider, or a friend's home address, creates compliance risk and may cause problems when opening a bank account.

The formation process, step by step

For a non-resident founder using the Section 137 Bond route, the process is:

Choose your formation plan and complete checkout at incorphub.ie. Our Business and Business + Co. Secretary plans are designed for non-resident and international founders.
Receive our AML/KYC checklist. We send you a straightforward list of what we need from each director and beneficial owner. Gather the certified documents.
Initiate Section 137 Bond application. We liaise with our bond provider on your behalf. You sign the bond proposal form and pay the bond premium. This runs in parallel with AML verification.
We prepare your company constitution. A single-document constitution based on the Companies Act 2014 Schedule 1 template. You review and sign.
We file Form A1 via CORE. Once AML is complete and the bond is in place, we submit the Form A1 to the CRO via the Fé Phrainn (expedited) online scheme.
CRO processing. Typically 3 to 5 working days via the Fé Phrainn scheme.
Certificate of Incorporation issued. You receive your company number, Certificate of Incorporation, and first Annual Return Date.
Revenue registration. We register your company for Corporation Tax. VAT and PAYE registration are included with Business plans.
RBO registration. We file your beneficial ownership details with the Register of Beneficial Ownership.

Total timeline from placing your order to receiving your Certificate of Incorporation: typically 2 to 3 weeks when the Section 137 Bond is required. This is primarily driven by the bond application process rather than CRO processing time.

Opening an Irish bank account

Opening an Irish business bank account is one of the most common challenges for non-resident founders. Irish banks are required to conduct enhanced due diligence on companies with non-resident directors. This is not a reflection on the quality of the company; it is a regulatory requirement under Irish AML law.

Things that help with Irish bank account opening:

Formation through a licensed TCSP with documented AML/KYC verification.
A real, staffed registered office address at a known business location (not a home address or unverified mailbox).
A Section 137 Bond in place (demonstrates regulatory compliance).
A clear business plan and description of trading activities.
Directors who can demonstrate connections to Ireland or the EEA.

Irish banks that accept non-resident company applications include AIB, Bank of Ireland, and certain challenger banks and EMIs (Electronic Money Institutions) operating in Ireland. Processing times vary. Non-resident applications typically take four to eight weeks from application to account opening.

Note: Workhub does not provide banking services and does not guarantee bank account approval. Opening a bank account is a decision made independently by the bank. We can provide all the compliance documentation the bank requires as part of their due diligence.

Corporation tax and substance requirements

Ireland's 12.5% corporation tax rate applies to trading income. The rate has remained unchanged since 2003 and is one of the most competitive in the developed world. However, qualifying for it requires that your company be centrally managed and controlled in Ireland.

Central management and control is the highest level of control, typically determined by where the board of directors meets and makes decisions. Revenue examines this question on a facts-and-circumstances basis. A company whose directors never visit Ireland and whose board decisions are made from New York or London may not satisfy the test, regardless of where the company is registered.

For non-resident founders, this creates a practical tension: you can form the company in Ireland, but qualifying for the 12.5% rate requires demonstrating substance. Substance indicators include:

At least one director ordinarily resident in Ireland or the EEA who actively participates in board decisions.
Regular board meetings held in Ireland.
Key business decisions made in Ireland.
Employees or contractors based in Ireland.
Physical office presence in Ireland (a registered address alone may not be sufficient).

The 25% passive income rate applies to income from a business carried on wholly outside Ireland and to passive income such as investment income, rental income, and interest. Non-resident founders should take qualified Irish tax advice before incorporating to confirm how their specific activities will be treated.

Note: Workhub provides registered office and secretarial services. We do not provide tax advice. The above is a general description of the Irish tax system. Consult a qualified Irish tax adviser for advice specific to your situation.

Ongoing compliance for non-residents

The ongoing compliance obligations for an Irish company do not change based on where the directors live. All Irish companies must:

File an Annual Return (Form B1) electronically via CORE every year, within 28 days of the Annual Return Date. Late filing penalties are €100 immediately plus €3 per day, up to a maximum of €1,200. Persistent late filing can result in CRO strike-off action.
Have a named company secretary distinct from a sole director.
Maintain statutory registers including the Register of Members and Register of Directors.
Notify the CRO of any changes in directors, the company secretary, or the registered office within 14 days of the change.
File Corporation Tax returns with Revenue annually.
Keep the RBO registration up to date when beneficial ownership changes.
Renew the Section 137 Bond every two years, or appoint an EEA-resident director, or qualify for the real and continuous link exemption.

For non-resident founders who are not physically present in Ireland to manage these deadlines, having a company secretary service in place from day one is strongly recommended. A single missed Annual Return can trigger penalties, loss of audit exemption, and in persistent cases, involuntary strike-off.

Which Workhub plan is right for non-residents?

Two plans are specifically designed for non-resident and international founders:

Company Formation + Business (€849): includes registered address and full trading address, one hot desk day per month, two hours meeting room use per week, VAT and PAYE registration assistance, and priority onboarding. Recommended for international companies establishing Irish substance.
Company Formation + Business + Co. Secretary (€999): everything in the Business plan plus a full company secretary service for year one. Recommended for non-resident founders who want zero compliance administration in year one, and for all founders who will not be physically present to manage CRO deadlines.

Both plans include the Section 137 Bond arrangement as part of the formation process for non-EEA founders.

This guide is for general informational purposes and reflects the position under the Companies Act 2014, the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, and associated legislation as of May 2026. It does not constitute legal, tax, or immigration advice. For advice specific to your situation, consult a solicitor or qualified adviser. Workhub is a licensed TCSP regulated by the Department of Justice of Ireland.