The Companies (Corporate Enforcement Authority) Act 2021 includes a stipulation mandating that directors of Irish companies furnish their Personal Public Service (PPS) numbers on specific documents submitted to the Companies Registration Office (CRO).

A PPS number serves as a national identification number for taxation and various other purposes, akin to a Social Security number. Previously referred to as the Pay-Related Social Insurance (PRSI) number, a PPS number typically consists of seven digits followed by one or two letters.

This requirement aims to enable the CRO to authenticate the identity of directors, thereby mitigating the likelihood of company law violations (such as exceeding directorship limits) and minimizing the risk of identity theft.

Although the provision has yet to be implemented by the Minister for Enterprise, Trade, and Employment, the CRO announced recently that, effective April 23, 2023, all directors of Irish companies must provide their Personal Public Service (PPS) number to the CRO when submitting the following forms:

Form A1 – Incorporation Application.
Form B1 – Annual Return.
Form B10 – Change of company officers or their particulars.
Form B69 – Notice of cessation of company officer in cases where the company has failed to file the notice.

The CRO will conduct verification of the director's first name, last name, date of birth, and PPS number provided by comparing this data with records held by the Department of Social Protection. To ensure alignment between the two datasets, the first name and surname submitted to the CRO must precisely match the corresponding names linked to the PPS number in the Department of Social Protection’s records.

The CRO has affirmed its authority to decline any submission presenting disparities between the information provided and the records maintained by the Department of Social Protection.

Such refusals could result in penalties for late filings, disruptions in adhering to Annual Return submission deadlines, and potential loss of audit exemption. The issue of disparities arose notably with the establishment of the Central Register of Beneficial Ownership (RBO) in 2019, wherein variations in data between the RBO and the Department of Social Protection led to the rejection of numerous submissions.

Once validated, PPS numbers submitted to the CRO will be securely stored in an irreversible hashed/encrypted format. They will be inaccessible to any CRO employee or external party and will never be shared with third parties. The hashed/encrypted versions of PPS numbers will be used for future filings to prevent duplicate director records.

Directors without an Irish PPS number must obtain a Verified Identity Number (VIN) by completing a Form VIF (Declaration as to Verification of Identity) and submitting it to the CRO. The Form VIF should include the director's name, date of birth, nationality, and address, and must be notarized in the director's home country.

Upon successful processing of the Form VIF, the CRO will issue a VIN, which can be used for all future CRO filings for any company the director is appointed to. Alternatively, if a director has been assigned an RBO number by the RBO, it can be used as their VIN for CRO filings.

Failure to comply with this requirement constitutes a category four offence, punishable by a fine of €5,000.

Our Compliance services handle such applications for all clients incorporating with us. It's worth noting that this process can be completed remotely, eliminating the need for the director to physically visit the CRO.