From 11 June 2023, when filing certain forms with the Companies Registration Office (CRO), directors of Irish companies must provide their Personal Public Service Numbers (PPSNs). The affected forms are as follows:
- Form A1 - incorporating a new company
- Form B1 - making an annual return
- Form B10 - notification of appointment/resignation/removal or change in particulars of a director
- Form B69 - notification by director of their resignation
The CRO is empowered to verify the identity of directors by crosschecking certain personal information against data held by the Department of Social Protection (the DSP) in the case of directors with a PPSN, or against a declaration of identity in the case of directors without a PPSN.
Why is this happening?
The requirement was introduced by section 35 of the Companies (Corporate Enforcement Authority) Act 2021, which inserts a new section 888A into the Companies Act 2014. Section 35 has now been commenced as of 11 June 2023 by way of the Companies (Corporate Enforcement Authority) Act 2021 (Section 35) (Commencement) Order 2023.
Announcing the new measure, Minister Dara Calleary commented: "The provision of a PPS number will help to avoid duplication in situations where there may be variations of a director’s name and address. It will enhance CRO efforts to guard against abuse of the register by providing assurance that the information provided relates to a real person ... In addition, this provision will facilitate compliance checking of the general requirement under company law that a director may hold no more than 25 directorships at any time.”
What if a director doesn't have a PPSN?
Where a director does not have a PPSN but has previously verified their identity for the Register of Beneficial Ownership (RBO), they will be able to use this identity number.
Directors without a PPSN or RBO number will have to obtain an Identified Person Number (IPN) by completing a Form VIF - Declaration as to Verification of Identity (the Declaration of Identity). This involves making a statutory declaration before an authorised person (e.g. notary public or solicitor) if the director is in the State, or swearing a declaration before a notary public if the director is outside the State. Digital or electronic signatures will not be accepted on the Declaration of Identity. Once an IPN has been issued, it can be used for any future filings for that individual.
How does the CRO use the PPSN/IPN?
The CRO will use the PPSN to check a director's record on the CRO register against information held by the DSP. In the case of a director with an IPN, the CRO will use this number to verify the personal details entered on any relevant filing against the details provided via the Declaration of Identity. The forename and surname on the CRO register (or entered on the requisite form in the case of a new director) must exactly match that on the DSP database/ Declaration of Identity. The CRO reserves the right to reject any submission where there is not a match. Companies should strive for accuracy, as discrepancies may lead to filings being rejected and fines being imposed for delays.
PPSNs and IPNs will be stored in an irreversible encrypted format. They will not be accessible by any member of the CRO or any other party, and will never be shared publicly.
What must companies do?
Companies should verify with existing directors that the personal details on the CRO register match the directors' personal records at the DSP. If DSP records need to be checked, directors must do this themselves, as filing agents are unable to check this information on their behalf.
Where a director requires an IPN, this will need to be obtained prior to any filing deadline and any discrepancies in personal details should be addressed at this stage.
Are the new forms available?
Samples of the new forms are available in the schedules to the Companies Act 2014 (Forms) Regulations 2023, but they are all subject to mandatory online filing via Companies Online Registration Environment (CORE).
