CRO Update: Implementation of the PPSN project

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CRO Update: Implementation of the PPSN project

Published 15 mayo 2023

What is the PPSN project?

The Companies Registration Office (CRO) is currently working on implementing new legislation that, once in force, will require company directors who hold a personal public service number (PPSN) to include such PPSN in:

  • an application made under the Companies Act 2014 (Companies Act) by him or her to incorporate a company;
  • an annual return made under the Companies Act by a company of which he or she is a director; and
  • a notice of change of directors or secretaries made under the Companies Act by a company of which he or she is a director.

This means that a director’s PPSN will need to be included in the CRO forms listed below (Relevant CRO Filings).

  • Form A1 (application to incorporate a company)
  • Form B1 (annual return)
  • Form B10 (notice of change of director or their particulars)
  • Form B69 (notice by a director that they have ceased to be a director where a company has not filed a Form B10)

This information will assist the CRO with the verification of the identity of directors. The PPSN project will permit the CRO to compare a director’s name, date of birth and PPSN with the data held on the PPSN database of the Department of Social Protection (DSP). The new requirement proposes to both improve both the accuracy of the register of companies and the integrity of information held by the CRO. This will mitigate discrepancies between the information held by the CRO and the DSP. The CRO reserves the right to reject any submissions holding information which does not match the DSP database, meaning that the registration of Relevant CRO Filings may be delayed if the PPSN information submitted on such Relevant CRO Filings differs from that held by DSP. From the date of commencement of the new legislation, a director’s PPSN will have to be provided every time one of the Relevant CRO Filings is filed.

The new requirement is provided for in section 35 of the Companies (Corporate Enforcement Authority) Act 2021 which has inserted a new section 888A into the Companies Act. If any person fails to comply with the new rules, he or she shall be guilty of a category 4 offence and liable, on summary conviction to class A fine (i.e., a fine not exceeding €5,000).

Requirements for directors who do not hold a PPSN

Where a company director who does not hold a PPSN has previously obtained a verification number from the Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (i.e., an RBO number) to file the company’s beneficial ownership information, he or she will be permitted to include their RBO number on Relevant CRO Filings.

If a director does not hold a PPSN or RBO number, they must apply for an identification number known as a verified identity number (VIN). A VIN can be applied for by completing a Form VIF (declaration as to verification of identity). The declaration in the Form VIF must, if being made in Ireland, be made before a person authorised to take statutory declarations in Ireland (e.g., notary public, commissioner for oaths or practicing solicitor) and must, if being made abroad, be made before a notary public.

Security concerns

The CRO has confirmed a director’s PPSN will not:

  • appear on the CRO’s public register; or
  • appear on the summary page of the relevant filings.

Further, a director’s PPSN will not be accessible to any member of the CRO or be shared by the CRO with any third party. The information will only be used for validation purposes and once validated will be retained and stored by the CRO in an encrypted format.

Next steps

The PPSN project was due to go live on 23 April 2023 but was delayed. The CRO has now announced the implementation of the PPSN project to take place on 11 June 2023.

Company secretaries and other presenters should arrange to obtain directors’ PPSNs or RBO numbers for upcoming Relevant CRO Filings. To avoid Relevant CRO Filings being rejected it is advisable that directors verify that the details held by their companies match their details held by the DSP. A filing agent cannot check or apply to the DSP on their behalf.

For more information or assistance please contact one of our Corporate and Commercial lawyers.

This article is intended to provide a general overview and guidance on a particular topic. It is provided wholly without any liability or responsibility on the part of DAC Beachcroft and does not replace the necessity to obtain specific legal advice.

Authors

Sharon McCaffrey

Sharon McCaffrey

Dublin

+ 353 (0)1 588 2554

Sarah Flanagan

Sarah Flanagan

Dublin

+353 (0)1 231 9695

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