The Companies Registration Office has introduced a requirement for all directors of Irish companies to provide their PPS number or an Identified Person Number in a number of instances. Our Corporate Governance team examines how the new requirement aims to protect the identity of directors.

The recently introduced Companies Registration Office (CRO) requirement for directors to provide a PPS number (PPSN) is intended to:

• Reduce the risk of identity theft
• Improve the accuracy and integrity of the information held by the CRO, and
• Ensure that the company director is alive and is a natural person

A director’s unique PPSN or Identified Person Number (IPN) is used for identity validation purposes but does not appear on any forms, nor is it publicly available.

Non-resident directors who do not hold a PPSN or an RBO transaction number must apply to the CRO for an IPN by means of a Form VIF (Declaration as to Verification of Identity).

As PPSNs provided to the CRO are checked against the Department of Social Protection’s (DSP) records, delays can occur where a person’s PPSN particulars registered with the DSP, such as the spelling of the person’s name or the person’s date of birth, differ from the information held by the CRO.

It is advisable to factor in delays when filing the relevant forms where directors do not currently hold a PPSN or an RBO number as it can take anywhere between a day and a week for IPNs to be issued by the CRO. This is particularly relevant given we are now in the middle of “annual return filing season” as it can affect a company’s ability to meet its filing deadline.

Recent update

A new procedure was recently put in place by the CRO for issuing IPNs in circumstances where directors have left the company and cannot be contacted and/or are not in a position to provide a PPSN.

In these cases, a Form VIFa, which is a ‘Declaration by Director or Secretary of a company seeking an IPN for a former Director of the company’ can be filed. A Form B10 also needs to be filed to support the declaration so that CRO records are up to date. This procedure can be availed of even if the person has or had a PPSN. The VIFa is filed by emailing the completed form to crodirectorid@enterprise.gov.ie

Conclusion

This new requirement is primarily to protect the identity of directors as it ensures that no director can be registered at the CRO without identifying themselves via their PPSN or IPN. It is also intended that the process will lead to a consolidation of the CRO’s vast records as directors with numerous profiles on the CRO’s database will be linked together.

For expert legal guidance on post-incorporation obligations, please get in touch with a member of our Corporate Governance team.

The content of this article is provided for information purposes only and does not constitute legal or other advice.