New PPSN filing requirements for Company Directors
The Companies Registration Office (CRO) announced that from 11 June 2023, company directors are required to provide a Personal Public Service Number (PPSN) when filing certain forms in the CRO. A PPSN is a unique reference number that is needed for all dealings with public service agencies including the Revenue Commissioners. PPSNs are issued by the Department of Social Protection (DSP). Directors without an Irish PPSN will need to apply for a Verified Identity Number (VIN) using a VIF Form.
The forms affected include those filed in the CRO for incorporating a company, filing annual returns, notifying a change in director and notifying a cessation of office by a director.
On each filing, the CRO will compare the name, date of birth and PPSN submitted by the director with the data held on that individual by the DSP.
What is the new PPSN requirement?
For Irish resident directors, a PPSN will be required. Non Irish resident directors have two options:
- Those who have been issued with an RBO (Register of Beneficial Ownership) number can use this number as their Identified Person Number (IPN); and
- Those without an RBO number will need to apply to the CRO for a VIN by means of a VIF Form. The VIN can then be used for making any future filings for that person.
The VIF Form contains the name, date of birth, nationality and address of the person. The form has to be completed and signed by the director and witnessed by a Notary Public. Directors should note that as the VIF is a declaration verifying a person’s identity, digital or electronic signatures cannot be accepted on the form.
Data Protection Concerns
The CRO has confirmed that PPSNs and VIF Forms will not be accessible by any member of staff of the CRO or be shared with any third party. The information will be retained by the CRO in an encrypted format for verification purposes only and to allow the CRO to match future filings to existing individuals on the register and avoid duplication.
The new PPSN requirement could result in delays in the process of incorporation and changing company directors due to the additional verification checks required. It could also result in late filing of annual returns if directors’ PPSN details do not match with those held by the DSP. In order to avoid any delays, directors should verify that the details held by the CRO match those held by the DSP, as a filing agent cannot check or apply to the DSP on their behalf. Company secretaries and presenters may also need to consider whether they should start to collect directors’ PPSNs/ RBO numbers for upcoming CRO filings and establish whether any of their directors will need to submit a VIF Form, which can give rise to further delays.
Failure to file a PPSN or submit a VIF application constitutes a category four offence for directors, which can result in a €5,000 fine. We recommend therefore that directors should be proactive to ensure compliance with the new requirements.
Authored by Brendan Ringrose, Corporate Partner (Brendan.Ringrose@whitneymoore.ie) and Erta Kalemi, Whitney Moore.