New Disclosure Requirement for Company Directors in Ireland

April 24, 2023

What is the background?

A new addition to Irish company law requires all company directors to provide their PPS number (or equivalent) on certain filings with the Companies Registration Office (CRO). This is a result of changes to company law following the enactment of The Companies (Corporate Enforcement Authority) Act 2021. It states that for verification purposes a company director shall include their personal public service number on filing certain forms with the CRO. It was introduced to prevent the falsified duplication of director details with the added benefit of improving administration within the CRO.

Who does this impact?

This new ruling impacts all company directors in Ireland when filing the following forms with the CRO:

• A1 – form completed when applying to incorporate a company in Ireland
• B1 – the company’s annual return detailing important company information, late filing can incur penalties and loss of audit exemption
• B10 – filed to inform the CRO of changes to company officer, director/secretary, filing with the CRO must be done within 14 days of the change occurring
• B69 – form completed by a director to notify the CRO of resignation of directorship, completed when a company has not filed a B10

How can we remain compliant?

A PPS number is a unique personal identification number, provided to individuals to allow access to public service benefits in Ireland and registration with the Irish Revenue Commissioners. There are many company directors in Ireland who are non-resident and therefore would not require a PPS number, for those individuals the CRO has provided an alternative verification process, the CRO will accept either an RBO number or a VIN.

RBO number

This is a unique identifier obtained by non-resident directors who do not hold PPS numbers but are required to register their details with the Register of Beneficial Ownership (RBO). This is done by completing a BEN2 form and submitting the form on the RBO online portal. Many non-resident directors will already hold an RBO number.

VIN

If the company director does not hold a PPS number or an RBO number then a Verified Identity Number must be obtained. This can be applied for by completing a Form VIF declaration. The VIF requires the following details for completion, full name, date of birth, nationality and address of the person. The company director must have this declaration verified, witnessed and signed and then submitted to the CRO using the CORE portal, the CRO online filing mechanism. Upon verification by the CRO the VIN will be received by email.

How will this Identification number be used by the CRO?

In future when filing the above-mentioned forms with the CRO, the CRO will take the name, date of birth and PPS number (or equivalent) supplied and verify these with data held, all details must match exactly, this is done to ensure no duplication of details/false information is provided.

The CRO will store the identifier number securely and will not provide it externally to a third party. It will be required by the CRO every time any of these forms are being filed.

What happens on non compliance

Company directors who do not currently hold one of the above identification numbers can expect some delays when filings those forms discussed above with the CRO. Delays to filing of the annual return for some companies can result in the loss of valuable audit exemptions. Fines/penalties may also be incurred on failures to file.

When does this take effect:

As the new requirement comes into effect on the 11 June 2023 it is imperative that all Irish company directors consider the implications of the above and take next steps where necessary.