The Companies Registration Office is to introduce new identity checks on all directors of Irish-registered companies. Our Corporate Governance team looks at the rationale for the new requirement, the implications for companies and the potential issues that may be encountered in the initial implementation period.

With effect from 23 April 2023, the Companies Registration Office (CRO) will require all directors of Irish companies to provide their personal public service number (PPSN) or a Verified Identity number (VIN) when:

• Incorporating a new company (CRO Form A1)
• Filing an annual return (CRO Form B1)
• Notifying a change of director (CRO Form B10)
• Notifying of ceasing to act as a director (CRO Form B69)

UPDATE 20 April 2023: The CRO have announced today that there will be a short delay to the implementation of the PPSN project which had been scheduled to go live on 23rd of April. Confirmation of the new go live date will issue shortly.

Requirement for identity verification

The requirement for directors to provide a PPSN was introduced by the Companies (Corporate Enforcement Authority) Act 2021. The purpose of the new disclosure requirement is:

• To reduce the risk of identity theft by introducing additional identity validation checks when submitting personal information relating to directors to the CRO, and
• To improve the accuracy and integrity of the information held by the CRO

A director’s unique PPSN will be used for identity validation purposes but will not appear on the summary page of any CRO filing, nor will it be publicly available.

Validated PPSN and VIN information will be stored securely by the CRO in an irreversible hashed/encrypted format.

Non-resident directors

Non-resident directors who do not have a PPSN will be required to apply to have a VIN issued to them by means of a Form VIF, or Declaration as to Verification of Identity. This form must state the name, date of birth, nationality and address of the director who is applying for the VIN. The director must solemnly declare this information to be correct and true, and have this declaration verified, witnessed by a notary and signed.

If an RBO Transaction Number was previously issued to a director for the purpose of filings with the Central Register of Beneficial Ownership of Companies and Industrial & Provident Societies (RBO), this number will be reclassified as a VIN and it will not be necessary to obtain and provide a separate number in these cases.

Verification discrepancies and potential delays

The CRO will verify the information provided by a director against the name and details held at the Department of Employment and Social Protection (DEASP) via an electronic interface. If there are any discrepancies in this information, it may result in the submission being rejected.

Given the requirement to provide either a PPSN or VIN on incorporation for all directors, there is a potential for delays with new company incorporations where non-resident directors may need to apply for a VIN in advance of submitting the incorporation application.

Conclusion

The implementation of the new PPSN requirement should greatly improve the overall accuracy of company information on the register in the long term. Given the potential for delays in the initial implementation period, companies and presenters should act now to ensure that the information held at the DEASP is consistent with the information held at the CRO or to apply for VIN where needed.

For more information regarding the new requirements, contact 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.