The Companies (Corporate Enforcement Authority) Act 2021 introduced a new provision requiring all directors of Irish companies to disclose their Personal Public Service Number ‘PPSN’ when completing certain statutory filings with the Companies Registration Office, the ‘CRO’. The purpose of the new provision is to increase transparency and reduce the risk of identity theft by introducing additional validation checks when submitting personal information relating to directors to the CRO.
In addition the new PPSN disclosure requirement will assist the CRO in enforcing section 142 of the Companies Act which limits directorships to a maximum of 25.
The implementation of this new statutory provision was intended to take effect from the 23rd April 2023 however has been postponed and is estimated to be implemented in May.
As this new requirement affects every director of an Irish company, we have set out some immediate actions to be taken by all directors at the bottom of this Article.
What does this mean for directors?
Every director of an Irish company will going forward need to disclose their PPSN to the CRO when;
- Incorporating a new company;
- Filing an Annual Return;
- Notifying the Registrar of a change in directors and secretaries;
- Declaration of cessation of director and secretary.
The PPSN will be used to identify and verify that a director linked to a company is a natural person. It will not be visible to the public or accessible by any member of the CRO or any other party.
How the CRO will use the PPSN?
The CRO will verify the name, date of birth and PPS number disclosed by comparing this data via an electronic interface, with the data held on the PPS number database of the Department of Employment and Social Protection, the ‘DEASP’.
Once the data has been validated with the DEASP, the PPS number will be encrypted and hashed into a unique number that bears no resemblance to the PPSN of the director and the hashed version will be stored securely with the CRO for future filings.
Should the data submitted on behalf of a director to the CRO not match the data held by the DEASP, the submission will be rejected and the director may need to contact the DEASP and or change their details with the DEASP.
What if a director does not have an Irish PPSN?
For any director that does not have an Irish PPSN, the director will be required to apply for an Identified Person Number - ‘IPN’. The IPN will be similar in nature to the PPSN in that it has passed its validation checks and the identity of the director has been verified.
In order to apply for an IPN a director must complete a Declaration as to Verification of Identity, a ‘VIF Form’ linked at the bottom of this article. The VIF Form contains the name, date of birth, nationality and residential address of the director.
The VIF Form must be completed and signed by the director and witnessed by a Notary Public.
Once the VIF Form is notarised, it is then submitted to the CRO and the CRO will issue an IPN on behalf of the director which will be used in certain statutory filings with the CRO.
Any non-resident director who does not hold and Irish PPSN who is also a beneficial owner of any Irish company would have applied for an RBO number in order to comply with the Regulations surrounding the Ultimate Beneficial Ownership of Corporate Entities. If such an application has taken place in the past few years this number will satisfy the new PPSN requirement and the director will not have to complete the VIF Form as noted above.
Implications of PPSN Disclosure Requirement
It is expected that the new PPSN requirement will inevitably slow the process of changing company officers and Incorporations due to the additional validation checks required particularly relating to international clients looking to set up and or invest in Ireland.
In addition, it is expected that a large volume of annual returns will be rejected by the CRO on the grounds that directors PPSN details do not match with the DEASP which may result in late filing of returns, late filing fees and loss of audit exemption for the company or if the company is in a group, the loss of audit exemption for the whole group of companies.
Where director’s details don’t agree with what the CRO currently hold on file, the company will be required to update the director’s particulars with the CRO which will incur additional administrative costs on companies.
Immediate actions to be taken by all directors who hold an Irish PPSN
- Check your details with the DEASP to ensure they are correct or amend as necessary.
- If RBK are your Electronic Filing Agent with the CRO please email your details to include your full name, address, date of birth and PPSN to firstname.lastname@example.org as soon as possible.
Immediate actions to be taken by all directors who are also beneficial owners
- If you are a beneficial owner of an Irish company, check you have your RBO number as this will satisfy the new requirement.
- If RBK are your Electronic Filing Agent with the CRO, please email your RBO number together with your full name, address and date of birth to email@example.com.
Immediate actions to be taken by non–resident directors who do not hold an Irish PPSN
- Download the VIF Form at https://core.cro.ie/assets/docs/VIFForm.pdf and arrange an appointment with a Notary Public as soon as possible.
- If RBK are your Electronic Filing Agent with the CRO please email the notarised VIF Form to firstname.lastname@example.org where we will apply for your IPN on your behalf.
Please contact Donna Carey, Corporate Compliance Manager on (090) 6480600 or any member of our team should you wish to discuss any aspect of the above in further detail.