by David Phelan , David Mangan May-03-2023 in Corporate
New requirement commenced
Implementation of a new requirement for directors of Irish companies to include their personal public service numbers (“PPS Numbers”) on certain applications and filings made to the Companies Registration Office (the “CRO”) commences with effect from 11 June 2023.
Under the new requirement, a director will be obliged to include his or her PPS Number in any:
- application to incorporate a new company (Form A1);
- annual return (Form B1); or
- notice of a change of directors or secretaries (Form B10/B69).
The purpose of the requirement is to support the accuracy of the CRO Register and prevent duplication of entries. Such duplications can occur where an individual uses multiple variations of his or her name or address across filings.
The requirement is intended prevent non-compliance with the company law limit on the number of directorships that can be held and the prohibition from a single individual acting as both director and secretary in a single director company.
The requirement for directors without a PPS Number
Where a director does not have an Irish PPS Number, the CRO has stated that the identification requirement is to be satisfied by applying for a Verified Identity Number (“VIN”) using a Verification of Identity Form (“VIF”), which is in the same format as the declaration of identity to be delivered to the Registrar of Beneficial Ownership (“RBO”) by a person who does not have an Irish PPS Number.
Where an RBO number has been previously issued to a director, this number can be used as that director’s VIN without submitting a second declaration.
In practice
The CRO has indicated that it would reject submissions if a director’s PPS Number and date of birth do not match the information held at the Department of Employment and Social Protection. To avoid delays in filing, directors should ensure that their information held at the Department of Employment and Social Protection is consistent with the information submitted to the CRO.
Directors who are not Irish residents and who do not hold a PPS Number should apply for a VIN in good time in advance of any proposed new incorporation or filing. In the case of an application for a VIN made outside the State, the VIF declaration must be made before a notary public (in Ireland, the declaration can additionally be made before a solicitor, peace commissioner or other person authorised to take and receive statutory declarations). In practice, this requirement is liable to cause delays in the process of incorporating a company with one or more non-Irish directors.
Privacy concerns
Directors are likely to have legitimate concerns about the privacy of their PPS Numbers where they are submitted to the CRO in conjunction with a public filing. As a matter of policy the CRO stated that it will hold PPS Numbers and VINs securely in an encrypted format and will not share them with third parties.
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About the Authors
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David Phelan
David is Head of the Commercial & Business team at Hayes solicitors and advises a number of the firm’s major corporate clients. He advises on a wide range of corporate and commercial law issues. He has expertise in advising on general corporate and commercial matters, particularly in the manufacturing, retail, aviation, sports and motor sectors, and also frequently advises clients who operate in regulated areas.
David Mangan
David is a partner in our Corporate team. He advises clients on structuring and executing domestic and cross-border transactions, including mergers & acquisitions, joint ventures, private equity investments and capital markets transactions.