The Companies Registration Office (“CRO”) in Ireland has indicated that from 11 June 2023, it will require directors to provide their Irish PPS numbers (PPSN) when making certain filings with the CRO.

In brief

• The CRO changes will mean every registered director will have an identifying number associated with them on the CRO’s system.
• The identifying number will be stored on the PPSN database held by the Irish Department of Social Protection.

The intention is that every director registered with the CRO will have an identifying number associated with them on the CRO’s system. This will be verified against the PPSN database held by the Irish Department of Social Protection.

If a director does not have an Irish PPSN but has had a number issued to them by the Central Register of Beneficial Ownership in Ireland (the RBO), then the RBO number can be used in place of the PPSN. If a director has neither a PPSN or a RBO number then they will need to apply to the CRO for a VIN. This is done by way of a Form VIF. This form can be accessed through the CRO’s online filing system. The Director’s name, date of birth, nationality and residential address are required to complete the form which then must be signed in front of a witness. The requirements as to who may witness the signature are given in the form and will depend on whether the form is being witnessed in Ireland or abroad. The process is similar to the existing process for applying for a RBO number and will be familiar to those who have been through that process. The CRO have confirmed that the VIF Form will be retained securely by them and not made available to the public.

A PPSN, RBO number or VIN will be required when doing the following:

1. incorporating a company with the CRO;
2. filing an Annual Return;
3. notifying the CRO of a change of director or their particulars;
4. filing a notice by a director that they have ceased to be a director where the company has not made the required filing.

The CRO has advised that a director’s PPSN, RBO number or VIN will not be made public and will be encrypted on the CRO’s systems so it is not available to any member of the CRO.

Actions to take

As the deadline for implementation is fast approaching, here are some steps that can be taken to get your company ready and to avoid delays in your CRO filings:

• Ask directors to provide their Irish PPSN and to confirm that their details (name and date of birth) match those on file with the department of Social Protection. You should obtain the director’s consent before sharing their PPSN with anyone making filings on their behalf.
• Where a director does not have an Irish PPSN, request their RBO number.
• If a director doesn’t have an Irish PPSN or RBO number, apply to the CRO for a VIN as soon as possible.
• Make arrangements to ensure the safe storage of the Irish PPSN, RBO number and VIN.
• When providing an Irish PPSN with a CRO filing, ensure that the name exactly matches the name on file with the Department of Social Protection in Ireland. If not, the CRO will reject the filing. This may have adverse implications, especially in the case of an annual return where there is a tight timeframe to re-submit before the annual return is deemed to be late.

Summary

At EY Law Ireland, a law firm member of the EY global network, we have an experienced and dedicated Corporate Governance and Compliance Team that can assist you with your compliance requirements.