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Changes to directors residency due to Brexit and the impacts

Unless exempted, all companies on the register of companies maintained by the Registrar under the Companies Act 2014 must have at least one director who is a resident of the European Economic Area (“EEA”).

Exemptions are available if, for example, the company has in place a bond as per section 137(2) of the Companies Act 2014 or a certification that the company has an economic link pursuant to section 140. Companies and their officers must self-assess their compliance with the requirements of company law, including the residency requirements of directors under the Companies Act 2014.

A lot of companies in Ireland would have relied on a UK director fulfilling the EEA role up until 31st December, 2020, however can no longer place that same reliance. The CRO had initially muted that they would require a B10 for every UK director stating a change in details from being an EEA resident to being a non EEA resident.

However, the CRO have now confirmed that where a company has only UK resident directors and requires a bond to be put in place, in accordance with section 137(2) of the Companies Act 2014, due to the UK no longer being part of the EEA, that a form B10 will be required to be filed noting the change in particulars for the directors and attaching the bond. They have further advised that where no such bond is needed they will not require the filing of a form B10 and companies can instead update classification of the UK directors from EEA to non EEA resident directors on the next filed form B1.

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