The Companies (Corporate Enforcement Authority) Act 2021 will oblige a director to include his or her personal public service number in the following cases:
- an application to incorporate a company,
- an annual return made by a company of which he or she is a director, and
- a notice of change of directors or secretaries by a company of which he or she is a director.
The Companies Registration Office ("CRO") have now introduced this change to all such filings with effect from 11 June 2023 such that all company directors of Irish companies must provide either their Personal Public Service number ("PPSN") or Identified Person number ("IPN") when completing such filings with the CRO.
Where a director holds a PPSN, this number must be provided. If the director does not hold an Irish PPSN, they must apply for a IPN by means of a Form VIF - Declaration as to Verification of Identity ("VIF"). 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. As the VIF is a declaration verifying a person's identity, digital or electronic signatures cannot be accepted on the VIF.
Only one VIF is required in respect of each director. Once this has been processed successfully and a IPN is issued by the Registrar, that number can be used for making future filings for that person.
Any relevant entity that fails to file a PPSN with the CRO where such a number has been assigned to a director, and/or submits a VIF application where a PPS number exists for the director, will have committed an offence.
If a RBO Transaction Number was issued to a director for the purpose of filings with the Central Register of Beneficial Ownership (the "RBO"), this RBO number will automatically be reclassified as a IPN by the CRO in the coming weeks and it will not be necessary to obtain and provide a separate number in such cases.
The PPSN and IPN will not be publicly available. The number will be retained securely in an irreversible hashed/encrypted format and stored securely. It will not be accessible by any member of the CRO or any other party, and it will never be shared with any third party.
The CRO verifies the name, date of birth and PPSN submitted on forms by comparing them, via an electronic interface, with data held on the PPSN database of the Department of Social Protection ("DSP"). 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 PPSN in the DSP's database. The Registrar reserves the right to reject any submission where the name entered on the CRO does not match the name as registered for that PPSN with the DSP. It is therefore important that the correct director name is included on all CRO filings, and no abbreviated or alternative names are used.
This process allows CRO to verify the identity of each director, prove that they are a natural person and minimise the possibility of duplicate entries.
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.