Section 35 of the Companies (Corporate Enforcement Authority) Act 2021 (the “CEA Act”) provides that a director shall include their personal public service (“PPS”) number in the completion of certain filings at the Companies Registration Office (“CRO”).
Those filings include:
- Applications to incorporate new companies
- Annual return submissions
- Notice of a change of director or secretary (B10 or B69)
Why is the CRO changing the way directors are identified?
The validation of a director’s identity by using their PPS number will assist in improving the veracity of the information held by the CRO. It will also highlight instances where a director has more than the permitted 25 Irish directorships under the legislation and reduce the incorporation or continuation of fraudulent companies.
Where a person fails to provide their PPS number for the completion of the necessary filings, they will be guilty of a Category 4 offence, as provided for in the Companies Act 2014.
How will it work?
A director’s PPS number will be included on the relevant form at the time of their submission to the CRO. The CRO will crosscheck the director’s details submitted to it with the data held for the supplied PPS number at the Department of Social Protection. To pass these verification checks, the information supplied to the CRO must agree with the information held by the Department of Social Protection. Where a match is not possible the form submitted to the CRO may be rejected.
Once the validation is complete, the PPS number details will be converted to an irreversible hashed/encrypted format and stored securely, so that future filings may be matched to individuals already listed on the CRO system.
It is at the point, when the encryption has taken place and the PPS number is no longer visible on the CRO system, that the form will move to the relevant team within the CRO for processing.
What if I don’t have a PPS Number?
Directors that are not based in Ireland are unlikely to have a PPS number. Section 35 of the CEA Act provides that, in any case where the director does not have a PPS number, the Registrar would determine the required information concerning the identity of the director. Two means of identification have been chosen:
Form VIF – Declaration as to Verification of Identity
It has been determined that overseas directors will be required to apply for a Identified Person Number (IPN) using a Form VIF – Declaration as to Verification of Identity. The Form VIF will be available on the CRO’s website. As the Form VIF will require the signatures of the overseas director and a witness (e.g. a notary public), electronic signatures will not be accepted. However, as the submission will be made online, directors and their advisors will be able to work from scanned copies of the signed paperwork. The completed Form VIF will not form part of the public record.
Only one IPN will be required for each individual and can be used for any/all companies that individual is associated with.
Since 2019, it has been necessary for companies to register the details of beneficial ownership on a central register. Many overseas individuals have completed a BEN 2 form to verify their identity and obtained an RBO number as part of the beneficial ownership registration process. It has been confirmed that any director who has been provided with an RBO number by the Registrar of Beneficial Owners may use this as their IPN for submissions to the CRO.
What are the next steps?
In order to ensure your company will be able to complete its filings, it is important to start talking to the directors now. Ask them to confirm their PPS numbers and their details held with the DSP so that this can be compared with the information held at the CRO. Where your company has overseas officers, it will be worthwhile seeking their RBO number or working with them to obtain a IPN as soon as possible.
Please be sure to reach out to Sarah Colfer or your usual Mazars contact, if you have any specific queries on the matters raised.