The Companies Registration Office (CRO) has announced that company directors will soon be required to provide their personal public service numbers (PPSNs) to the CRO when:
- incorporating a new company (form A1)
- filing an annual return (form B1)
- notifying a change of director (form B10 or B69)
The PPSN will be used by the CRO to verify the identity of directors and to ensure the director is a natural person. The requirement serves both to prevent the misuse of director identities and to protect the integrity of the CRO register. Once the requirement is introduced, a director's PPSN will have to be provided every time one of the above forms is filed.
We've been expecting this development since the Companies (Corporate Enforcement Authority) Act 2021 was enacted. All sections were commenced in July 2022, save for section 35 concerning the disclosure of directors' PPSNs.
RBO numbers may be used
Helpfully, the CRO has confirmed that, where a director does not have a PPSN but has previously obtained a verification number as part of the Register of Beneficial Ownership (RBO) filing process, they will be able to use this RBO number in place of a PPSN.
In the FAQs accompanying the announcement, the CRO has confirmed the following:
- PPSNs will be retained in an irreversible hashed/encrypted format and stored securely, which will not be accessible by any member of the CRO or any other party, and will never be shared with any third party or member of the public.
- The CRO verifies the name, date of birth and PPSN submitted in forms by comparing them, via an electronic interface, with data held on the PPSN database of the Department of Social Protection (DSP).
- The forename and surname entered in the CRO must exactly match the name associated with that PPSN in the DSP’s database and the CRO reserves the right to reject any submission where there is not a match. How stringently this will be applied remains to be seen. A recognised abbreviation of a forename may be acceptable, but discrepancies (in name or date of birth) will lead to the filing being rejected, so companies should strive for accuracy.
Directors without a PPSN or RBO number
Directors without a PPSN or RBO number will have to apply for a Verified Identity Number (VIN) by completing a Form VIF - Declaration as to Verification of Identity. The VIF form is available via the CORE portal.
The VIF form requires the director's full name, date of birth, nationality and residential address. The director will also need to make a statutory declaration (if in the State), or a declaration sworn before a notary public where based outside the State. The director's personal details, as they appear in the CRO database, must match the information provided in the VIF form.
What do companies need to do?
If you haven't done so already, you should start requesting your directors' PPSNs now and identifying those who will need to apply for a VIN, as this must be done before certain company filings (forms A1, B1, B10, or B69) can be made. It will be an offence to apply for a VIN, or to file using a VIN, where the director already has a PPSN, so care should be taken.
Companies should also ensure that the collection process for PPSNs is managed carefully and that PPSNs are retained securely in line with data protection laws.
To avoid filings being rejected, companies should verify with their directors that the details they have 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.
Note: this article was edited on 25 April 2023 after the go-live date for this requirement was postponed by the CRO.
