Non-Resident Director Resignation — Replacing an Expiring s.137 Bond with a Nominee Director, 6 Working Days
Background: a single EEA director resignation can put a company offside fast
The Irish LTD had been incorporated three years earlier with a Section 137 bond as the compliance vehicle (€2,000+ initial cost, two-year validity). Just before the bond’s renewal, the company appointed an EEA-resident director and the bond was allowed to lapse. When that EEA director resigned for personal reasons, the company had no compliant Section 137 cover — a position that, if left for more than weeks, can attract CRO enforcement and complicate banking and Revenue interactions.
The challenge: bond is the wrong solution if the gap is recurring
The owner-director had previously been quoted ~€2,000 for a fresh two-year bond. But this is a recurring requirement — the company will need EEA-resident director cover for as long as it operates. Each bond is one-shot and expires in two years; over a five-year horizon, recurring bond purchases plus the administrative drag of organising them often exceeds the cost of a nominee director with predictable monthly fees and no expiry. Per our policy, we proactively recommend the long-term-correct solution.
The solution: nominee director appointment, bond retired, B10 filed
Chern & Co’s company secretarial team executed:
- Day 1: Engagement letter, AML/KYC under TCSP licence, nominee director identified and service agreement drafted
- Day 2: Outgoing director’s resignation accepted at board meeting; written board resolution appointing the nominee
- Day 3: Nominee director’s consent to act and Section 144 statement filed in statutory registers
- Day 4: B10 form prepared and filed with the CRO inside the 14-day statutory window
- Day 5: ROS access confirmed under the new directorship; Revenue notified of the change
- Day 6: Closing memo issued; Section 137 bond formally allowed to retire on its expiry date
The outcome: long-term-correct compliance, no bond renewal
The company is now Section 137 compliant via a nominee director with a published service agreement, monthly fee and clear scope. The expiring bond was allowed to lapse on schedule. The owner-shareholder retains operational control as a co-director; the nominee plays the statutory role only.
“Our EEA director resigned and the bond was about to lapse. Chern & Co’s nominee director was appointed inside a week — recurring monthly cost, no new bond needed.”
— Sole shareholder, Irish LTD
When does a nominee director beat a bond?
Section 137 bond is appropriate when the EEA-residency gap is short-term (e.g. a director relocating for a year before returning to Ireland). For long-term and ongoing non-EU founder positions, a nominee director is structurally superior: predictable cost, no expiry, real Irish substance, banks and Revenue prefer it. Chern & Co’s recommendation is shaped by the founder’s actual horizon, not by which product earns the agent more.
Director change pending? Bond expiring? Book a free 15-minute consultation — written recommendation within 24 hours.
