As we've covered in previous publications, section 35 of the Companies (Corporate Enforcement Authority) Act 2021 (the 2021 Act) requires all directors of Irish companies to provide their personal public service numbers (PPSNs) to the Companies Registration Office (CRO) when:
- incorporating a new company (filing a form A1)
- filing an annual return (filing a form B1)
- notifying a change of director (filing a form B10)
While the 2021 Act was commenced back in July 2022, section 35 has not yet been commenced. It is expected to be operational in the latter half of Q1, 2023.
Verification of identity
The new PPSN disclosure requirement is a means of verifying the identity of company directors. It is hoped that it will clear up discrepancies in the current register, where directors' details may be listed with slight variations (leading to, for example, deliberate/inadvertent breaches of company law regarding the maximum number of directorships which may be held).
The PPSN will be processed by CRO systems for identity verification purposes only. It will not be visible on the public register. CRO staff will not be able to see the PPSN when the requisite form is submitted via the Companies Online Registration Environment (CORE) and a hashed version of the PPSN will be stored on the CRO's system.
Non-resident/non-Irish directors
In instances where a director does not hold a PPSN, the director will be required to apply for a 'CRO filing number'. The process for obtaining a CRO filing number has yet to be confirmed, but we understand that it's likely to be a similar, but separate, process to that involved in obtaining a Register of Beneficial Ownership (RBO) Transaction Number.
What needs to be done?
To ensure your company is prepared, it is advisable to begin the process of gathering and retaining your directors' PPSNs and identifying those who will need to apply for a CRO filing number.
Companies should also ensure that their directors' details, as they appear on the CRO register, match their records with the Department of Employment Affairs and Social Protection (DEASP). Directors will need to contact the DEASP personally, as filing agents are unable to check this information due to data protection policies.
According to the Chartered Governance Institute, the CRO will accept an 80% match for names. This means that slight spelling variations (e.g. Mark or Marc), or shortened versions of names (e.g. Dave or David), will be permitted. However, the CRO will reject forms where the date of birth on the form does not match the date of birth linked to that PPSN on the DEASP database, or where the surnames differ (e.g. maiden name versus married name).
We recommend getting any such discrepancies sorted now and in the first weeks of 2023, so that your company is prepared when the process goes live. Inaccurate records for directors could lead to filing delays, which could impact on incorporations, registration of new directors and time-sensitive filing of annual returns.
