It has long been a requirement for directors of Irish companies to submit certain personal details such as date of birth, nationality and occupation to the Companies Registration Office (CRO). However, from the 23rd of April 2023, directors will be required to comply with new identity verification obligations when filing certain forms with the CRO. These new obligations will be set out below, however, it should be noted at the outset that the purpose of these new obligations is to enhance the accuracy of the Register of Companies, prevent identity theft and ensure that the legislative limits on directorships are adhered to.
What Information is Required?
Section 35 of the Companies (Corporate Enforcement Authority) Act 2021 inserts a new section 888A into the Compaies Act 2014, a provision which requires the directors of Irish companies to provide their personal public service number (PPSN) or verified identity number (VIN) on certain documents submitted to the CRO.
If a director has no PPSN but has already completed filings with the Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (RBO), the director should have already been issued with an RBO number. The RBO number will automatically be reclassified as a VIN by the CRO and no further action is required.
If a director has neither a PPSN or a RBO number, a VIN must be obtained by means of a Form VIF (Declaration as to Verification of Identity). This form must state the name, date of birth, nationality and address of the director who will then be required to sign the declaration before a witness such as a practising solicitor or a notary public in the relevant jurisdiction. The Form VIF is available on CORE.
What Filings are Affected?
From the 23rd of April 2023 a PPSN or a VIN must be provided for all directors when the following filings are made with the CRO:-
Once validated, the PPSN or VIN will not be publicly available. It will be used purely for validation purposes and will be stored securely in an irreversible hashed/ encrypted format. PPSNs will not be accesible by any employee of the CRO or any other party and they will not be shared by the CRO with any third party.
Are there Sanctions for Non-Compliance?
If a director fails to comply with this new requirement, he or she shall be guilty of a category four offence which can result in the imposition of a fine of €5,000. It also means a company cannot complete their filings which could lead to late filing penalties and possible loss of audit exemption.
Action Required
Companies are now advised to ensure their directors’ PPSNs/RBO numbers can be made available for any of the affected filings. Directors who do not hold a PPSN or RBO number should now follow the steps outlined above to obtain a VIN.
Companies should also review directors’ details currently held by the CRO in order to identify any discrepancies between CRO records and the details under which the PPSN is registered and held by the Department of Employment Affairs and Social Protection (DEASP).
Details provided on the relevant CRO form must correspond with the details held by the DEASP. The CRO has confirmed that it reserves the right to reject any submission where there are discrepancies between the information submitted and the information held by the DSP. Such rejections could lead to late filing penalties, delays in meeting the Annual Return filing dates and possible loss of audit exemption.
