Adding a Nominee Director to Fix Section 137 — When Both Existing Directors Live Outside the EEA
Background: relocating directors quietly put the company offside
The Irish LTD had originally had one EEA-resident director and one non-EU director. The EEA-resident director relocated to a non-EEA country for personal reasons; the company’s accountant flagged the issue at year-end review, several months after the move. The company was now operating with no EEA-resident director — non-compliant with Section 137 of the Companies Act 2014.
The challenge: bond is slow, hiring an EEA-resident director is slower
The two practical fixes are: post a Section 137 bond (~€2,000+, two-year validity, requires underwriting) or appoint an EEA-resident director. Hiring a real Irish director on the company’s payroll was overkill for a small founder-led LTD. A bond was a one-shot purchase that would expire and need to be repurchased. The right long-term answer was a nominee director.
The solution: nominee director appointment, B10 filed inside 5 days
Chern & Co’s company secretarial team executed:
- Day 1: Engagement letter, AML/KYC under TCSP licence, nominee director identified and service agreement provided
- Day 2: Board resolution drafted appointing the nominee director; nominee’s consent to act and Section 144 statement signed
- Day 3: B10 form prepared
- Day 4: B10 filed with the CRO inside the 14-day window
- Day 5: Statutory registers updated; ROS access verified under the new directorship; closing memo issued
The outcome: compliance restored, no enforcement action, predictable cost
The company is now Section 137 compliant. Because the gap between the EEA director’s relocation and the nominee appointment was several months, the company secretary issued a memo for the file documenting the corrective action — useful evidence if Revenue or the CRO ever queries the period. The nominee director’s monthly fee is predictable, no expiry, real Irish substance.
“My co-director relocated outside the EEA and we discovered we were offside on Section 137. Chern & Co’s nominee was appointed in five working days and filed correctly with the CRO.”
— Director, software LTD
Why nominee director is the standard fix for relocating founders
Founder mobility is the rule, not the exception. Section 137 cover via a nominee director is the structurally correct answer for any company whose founders may move in and out of the EEA over time. The fee is monthly, the cover is continuous, the appointment is governed by a written service agreement with mutual indemnity. As an authorised TCSP, Chern & Co maintains a panel of EEA-resident professionals available for nominee appointments at short notice.
Section 137 gap discovered? Book a free 15-minute consultation — nominee director live within a week.
