PREPARE FOR BREXIT


Government Departments, enterprise agencies and regulatory bodies have a range of supports covering advice, finance and upskilling to help your business navigate its way through Brexit. This website has a number of links to advice regarding the change and also links to financial supports available, information on Upskilling and information for the retail sector.

Prepare for Brexit

January 1st 2021 : The United Kingdom (the “UK”) left the European Union on 31st January 2020. A transition period remained in place up until 11pm on the 31st December 2020 whereby the UK continued to be treated as if it were still a member of the EU. That transition period has ended and the UK, including Northern Ireland, is no longer a member of the European Union and has ceased to be a member of the European Economic Area (EEA). From 1st January 2021, UK resident directors are no longer considered EEA resident for the purpose of section 137 Companies Act 2014. Under section 137 of the Companies Act 2014, 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 EEA. Exemptions are available if, for example, the company has in place a bond as per section 137(2) of the Companies Act 2014. 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.

Prior to the end of the transition period, the European Union entered into Trade and Cooperation Agreement with the UK which is provisionally applicable pending ratification by the European Union. The Registrar has requested clarification on whether the Trade and Cooperation Agreement between the European Union and the UK contains provisions that will address the residency requirements under Irish company law of directors of Irish registered companies. A further Notice will be published when clarification on this issue is obtained.
 
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.  Please see Leaflet 17.  

Alternative to bond - form b67 

If, following incorporation, a company applies for and is granted a certificate from the registrar of companies that the company has a real and continuous link with one or more economic activities that are in carried on in the State, that company will be exempted from the requirement to have at least one EEA resident director from the date of the certificate, as long as the certificate remains in force. Application for this certificate is made on Form B67, and must be accompanied by a statement from the Revenue Commissioners made within two months of the date of the application by a statement that the Revenue Commissioners have reasonable grounds to believe that the company has such a link.  Please see link to Form B67.

I have an UK external company branch registered with the CRO. Do I have to re-register?

No. A UK company after the transition period will be subject to the non-EEA legislation. Section 1304 Companies Act 2014 applies in relation to the submission of any changes in the company’s information. Sections 1305/1306 Companies Act 2014 applies with regards to the annual returns.
http://www.irishstatutebook.ie/eli/2014/act/38/section/1305/enacted/en/html#sec1305  
http://www.irishstatutebook.ie/eli/2014/act/38/section/1306/enacted/en/html#sec1306