Directors of Irish companies have long been required to submit certain personal details to the Companies Registration Office ("CRO"), such as date of birth, occupation, nationality and residential address. From 23 April 2023, directors will face new identity verification obligations when filing certain forms, including annual returns, in the CRO. The measures aim to enhance the accuracy of the Register of Companies, counteract identity theft and ensure that the legislative limits on directorships are adhered to.
We expect a commencement order to be signed in the coming weeks to give legislative1 underpinning to this new requirement. In the meantime, the CRO has issued a guidance noteOpens in new window explaining the new system.
Under the new regime, a Personal Public Service number ("PPSN") or a Verified Identity number ("VIN") must be provided for all directors when the following filings are being made at the CRO.
|Director Change/ Director detail change||B10|
|Notice by a director of cessation of office (where the company itself has failed to file a notice)||B69|
What Information Is Required?
The director's PPSN (being the Irish equivalent to a US social security number). All Irish-resident directors will likely have a PPSN.
If a director has no PPSN, but has already completed filings with the Central Register of Beneficial Ownership of Companies and Industrial & Provident Societies ("RBO"), this director will have already been issued with an RBO transaction number. This RBO transaction number will automatically be reclassified as a VIN by the CRO in the coming weeks and no further paperwork is required to be completed.
If the director has neither a PPSN or a RBO transaction number, they must obtain a VIN by means of a Form VIF (Declaration as to Verification of Identity). This form (which will broadly resemble the form used for RBO filings, being the Form BEN2) must state the name, date of birth, nationality and address of the director who will then sign the declaration in front of a witness such as a practising solicitor or, if signed outside of Ireland, a notary public in the relevant jurisdiction.
Will This Additional Information Be Publicly Available?
Once validated, the PPSN/VIN will be not be publicly available. It will stored securely, will not be accessible by any member of the CRO or any other party, and will not be shared by the CRO with any third party.
In advance of the implementation of this requirement, to ensure upcoming company filings are straightforward and avoid unnecessary time delays (including with the incorporation of new companies), we recommend that the following actions are taken:
- Obtain the available PPSNs and RBO transaction numbers of directors; and
- Confirm all director details currently filed with the CRO are correct.
1. Section 35 of the Companies (Corporate Enforcement Authority Act) 2021 inserts a new section 888A into the Companies Act 2014
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.