Briefing note: New Companies Registration Office requirement for PPS numbers

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Section 35 of the Companies (Corporate Enforcement Authority) Act, 2021 introduced a mandatory obligation on all directors of Irish companies to include his or her personal public service (“PPS") number on certain statutory forms namely, a Form A1 (incorporation application), B1 (annual return), or B10 (notice of appointment or change of director details). The rationale for the requirement is to ensure that company directors are natural persons and not deceased. The Companies Registration Office (“CRO”) is in the process of updating the relevant forms, which will be introduced on 11 June 2023.

Once the mandatory PPS number data filed with the CRO has been validated, the information will be retained securely in an irreversible hashed/encrypted format and will not be accessible to either the public, CRO personnel or any third party.

The CRO will verify the name, date of birth and PPS number submitted to data held on the PPS number database of the Department of Social Protection (“DSP”). The onus is on directors to ensure that the information provided to the CRO matches the name associated with the PPS number on the DSP’s database. Whilst minor discrepancies in the spelling of an individual’s first name may be accepted, any other inconsistencies will result in the form being rejected. This could potentially lead to delays in meeting an Annual Return filing deadline and as such the imposition of a late filing fee and/or the loss of an audit exemption for the next two financial years, if applicable. It could also lead to delays in registering an appointment or resignation of directors on the public record and cause difficulties with the operation of bank accounts or in dealing with other third parties.

Law Debenture are unable to check the information held by DSP due to GDPR regulations and as such we would recommend that directors take steps now to confirm the details held by DSP to avoid the potential delays outline above.

Requirements for directors without a PPS number

Any Irish Resident Director without a PPS number should make an application to www.mywelfare.ie to be issued with a PPS number.

If an RBO Transaction number was issued to a director for the purpose of filings with the Central Register of Beneficial Ownership of Companies (the “RBO”), the RBO number will automatically be reclassified as a VIF by the CRO in the coming weeks and it will not be necessary to obtain and provide a separate number in such cases.

If a director is not eligible for an Irish PPS number and was not previously issued with a RBO number they will be required to apply for an Verified Identity Number, by means of a Form VIF which is available on the CRO CORE system. VIF Form - Declaration as to verification of Identity (cro.ie). The VIF contains the name, date of birth, nationality and address of the person. The company director must solemnly declare this information to be correct and true and have this Declaration verified, witnessed and signed. Once completed and signed by the Declarant (the director) and Witness (usually a Notary Public) the form VIF should be uploaded in the CRO Portal. Please note that as the VIF is a Declaration verifying a person’s identity, digital or electronic signature cannot be accepted on the VIF.

If you are a LawDeb client your usual company secretarial contact will reach out directly to advise what is required to be done in all applicable cases. Alternatively, please contact cosecdub@lawdebenture.com for further assistance.