Jillian O’Sullivan sheds light on the new Irish law mandating identity verification for company directors and its potential implications for businesses
The Companies (Corporate Enforcement Authority) Act 2021 contains a provision requiring the directors of Irish companies to provide their Personal Public Service (PPS) number on certain documents submitted to the Companies Registration Office (CRO) to allow for verification of a director’s identity.
The CRO has announced that this requirement will be effective from 23 April 2023.
Application
All directors of Irish companies will be required to provide their PPS number to the CRO when filing the following forms:
- Form A1 – Incorporation application;
- Form B1 – Annual return;
- Form B10 – Change of company officers or their particulars; and
- Form B69 – Notice of cessation of company officer where a company has failed to file the notice.
PPS number verification
The CRO will verify the director’s first name, 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 first name and surname submitted to the CRO must exactly match the names associated with that PPS number in the DSP database.
The CRO has confirmed that it reserves the right to reject any submission where there are discrepancies between the information submitted and the information held by the DSP.
PPS retention
When the PPS number filed with the CRO has been validated, it will be retained securely in an irreversible hashed/encrypted format and stored securely.
PPS numbers will not be accessible by any employee of the CRO or any other party, and they will never be shared with any third party.
The CRO will then match the hashed/encrypted version of the PPS numbers to future filings, avoiding duplication of director records.
Directors with no PPS number
If a director does not have an Irish PPS number, they must apply for a Verified Identity Number (VIN) by completing a Form VIF (Declaration as to Verification of Identity) and filing it with the CRO.
The Form VIF must state the director’s name, date of birth, nationality, and address, and it must be sworn in the presence of a notary in the director’s home country.
Digital or electronic signatures cannot be accepted on Form VIF.
Once the Form VIF has been processed successfully, the CRO will issue a VIN to the director and the presenter of the VIF. This must be used for all future CRO filings for any company to which that director is appointed.
If a director does not have a PPS number but has previously been issued a Register of Beneficial Ownership (RBO) number for filings made with the Central Registrar of Beneficial Owners, then the director can use their RBO number as their VIN for CRO filings.
The VIF will not be publicly available on the CRO searching system.
Non-compliance
If any person fails to comply with this new requirement, they shall be guilty of a category four offence resulting in a fine of €5,000.
It will also mean a company cannot complete their filings and could suffer late filing penalties and possible loss of audit exemption.
Next steps
If they have not already done so, now is the time for companies to start collating their directors’ PPS numbers or RBO numbers and establish whether any of their directors will need to apply for a VIN.
To avoid any unnecessary delays with filings, directors and their company secretarial providers should review information about them held by the CRO (e.g. first name and surname) and identify any inconsistencies between such information and the data stored by the DSP.
Jillian O’Sullivan is Partner of Corporate Compliance at Grant Thornton
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