The Companies Registration Office wants to know you better

Part of the actions to combat these suspected fraudulent entities was to bring in a requirement for all directors to provide Personal Public Service (‘PPS’) numbers on appointment and on their Annual Return filings.

The Companies (Corporate Enforcement Authority) Act 2021 introduced a proposed revision of the Companies Act 2014 to include a requirement for directors to provide their PPS numbers on certain documents submitted to the CRO in order to allow for verification of a director’s identity.  This provision was introduced by the addition of Section 888A to the Companies Act 2014 and the CRO have announced that this requirement is to be implemented in the near future.

From the implementation date, all directors of Irish companies will be required to provide their PPS number to the CRO when filing the following forms:

• Form A1 – Application to incorporate a new company;
• Form B1 – Annual Return (and variants such as the B1B73 to extend the Annual Return Date);
• Form B10 – Change of company directors or their particulars (e.g. residential address or name); and
• Form B69 – Notice of cessation of company director where a company has failed to file a form B10.

The CRO will verify the director's name (forename and surname), date of birth and PPS number submitted electronically with the data held by the Department of Social Protection (‘DSP’).  In order for there to be a match between the two sets of data, the forename and surname entered in the CRO must exactly match the name associated with that PPS number in the DSP’s database.

This process will allow the CRO to verify the identity of each director and to minimise the possibility of duplicate or fictitious entries.

The Registrar of Companies reserves the right to reject any submission where the name entered on the CRO does not match the name as registered for that PPS number with the DSP.

If a director does not have an Irish PPS number then they must apply for a Verified Identity Number (‘VIN’) by completing a Form VIF (Declaration as to Verification of Identity) and filing this with the CRO. The Form VIF must state the name, date of birth, nationality and address of the director and it must be sworn in the presence of a notary in the home country of the director.  The CRO have advised that digital or electronic signatures cannot be accepted on the Form VIF.

If a director had previously been issued with an RBO number for filings made with the Central Registrar of Beneficial Owners (‘RBO’), then the director can use their RBO number as their VIN for CRO filings.

Only one VIN is required in respect of each director. The VIN must then be used for all future CRO filings for any company to which that director is appointed.

A VIN will be issued upon verification of the details contained on the Form VIF by the CRO and will be e-mailed to both the presenter of the Form VIF and the director themselves.  The length of time to issue a VIN will depend on the volume of applications to be processed and the resolution of any queries on the application.

Section 888A of the Companies Act 2014 only refers to the requirement for a director to provide their PPS number. This section does not require Company Secretaries to provide this information.

Once the PPS number is filed with the CRO and has been validated, it will be retained securely in an irreversible hashed/encrypted format and stored securely. PPS numbers will not be accessible by the public or by any employee of the CRO or any other party and it will never be shared with any third party. The CRO will then match the hashed/encrypted version of the PPS numbers to future filings to avoid duplication of director records.

The Form VIF will not be publicly available on the CRO searching system.

Any relevant entity that fails to file a PPS number with the CRO (where such a number has been assigned to a director), and/or submits a Form VIF application where a PPS number currently exists for the director, will have committed a category four offence which could result in the imposition of a fine of €5,000 on prosecution.

It will also mean a company will not be able to complete their annual filings and could suffer late filing penalties and the possible loss of an audit exemption.

To avoid any unnecessary delays with future filings, directors should liaise with their Company Secretary or Company Secretarial provider / Accountant to ensure that all PPS numbers have been provided and/or any VIN applications have been submitted well in advance of their Annual Return filings.

As the details filed in the CRO for a director must match exactly with their PPS number details, additional filings may be required to update their information.

At Evelyn Partners we work with our clients to ensure that all CRO obligations are adhered to and that all filing deadlines are met.  We also look under the bonnet to see if there are processes or governance tweaks that can support directors’ obligations.

If you would like further information on the above or on how we can help with your compliance requirements, please contact our Company Secretarial Lead at Richard.casey@evelyn.com