On 31 December 2020, the transition period between the UK and the EU will come to an end. If thereafter no agreement is in place, Irish companies which have UK resident directors may need to take action to ensure continued compliance with Section 137 of the Companies Act 2014. This is the requirement to have at least one EEA resident director. The EEA is the European Economic Area comprising all EU member states, in addition to Iceland, Liechtenstein and Norway.
In the event of a hard Brexit, an Irish company which currently has a UK resident director fulfilling this requirement should consider replacing the director or appointing an additional director who is resident in the EEA. In the event that a company does not have an EEA resident director, it can avail of one of two exemptions:
A company can put in place a Section 137 Bond to the value of €25,000 to cover a failure by the company to pay a fine or penalty in respect of offences under the Companies Act 2014 and certain offences under the Taxes Consolidation Act 1997. The bond, which costs €1,750, needs to be put in place for a minimum two year-period.
A second option is for a company to apply to the Irish Revenue Commissioners and Companies Registration Office for a Section 140 Certificate confirming the company has a real and continuous link with one or more economic activities that are being carried on in the State.
Failure to meet the EEA Resident Director requirements is a criminal offence and could lead to a fine of up to €5,000. Additionally, under Section 725(1)(a) of the Companies Act 2014, the Companies Registration Office has the power to strike companies off the register if they believe them to be in breach of Section 137(1) of the Companies Act 2014.
This article, UK Resident Directors, first appeared on eisneramper.ie.
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