From 11th June 2023 (originally 23rd April 2023), directors are required to include their Personal Public Service Number (“PPSN”) when filing certain forms with the Companies Registration Office. If a director does not have a PPSN they can use an existing RBO number or apply for a Identified Person Number (“IPN”). These provisions were introduced in Section 35 of the Companies (Corporate Enforcement) Act 2021 which inserts a new Section 888A of the Companies Act 2014.
Why is the PPSN Being Sought?
The PPSN will be used to identify and verify that the director is alive and is a natural person. This should help reduce the risk of identity theft and improve the accuracy and integrity of the information held by the CRO. This is something that is welcomed as we have seen issues with bogus companies being set up and duplication of director details on the Register.
However, until all companies have made a successful filing with all the directors PPSN, there will be a significant impact on presenters to ensure that the directors’ details are correct and match with the information held on the PPSN database of the Department of Social Protection (DSP).
Potential Impact and Delays
The new requirements may cause delays in registering documents if the PPSN details are incorrect, or a director is trying to track down their RBO number or must apply for a IPN. The following will be the main types of transactions that may be affected: –
- Incorporations
- Often left to the last minute to make the application to form a company, the new requirements may slow down the formation of a new company if the PPSN details are incorrect or directors without a PPSN must apply for a IPN.
- Changing Directors Details
- This may cause a particular issue with opening bank accounts or making changes to bank mandates as banks often do not authorize the change until the B10 is registered in the CRO and this will only happen when the correct details for the directors are filed.
- Filing Annual Returns
- This may be one of the biggest challenges for companies, particularly SME companies with the imposition of late filing fees and loss of audit exemption for late annual returns. All the directors must include their PPSN in the annual return and if the company has more than 2 directors there may be a greater chance of some of the details being incorrect.
Companies and presenters should not wait until the company is due to make a filing to check the details as this could delay a filing however, they also need to be mindful of GDPR requirements in relation to obtaining and storing personal information.
Where to Start?
The Companies Registration Office (“CRO”) have published a helpful FAQ page on their website that details the new requirements and the common questions that directors and presenters may have.
Instead of repeating all the information on the CRO website we will try to answer some of the additional questions that presenters may have in relation to the new requirements.
What are the new Requirements?
The PPSN of all directors will be required when filing the following forms with the Companies Registration Office:-
- Form A1- Company incorporation (company formation),
- Form B1 – Annual return,
- Form B10 – Change of director and/or secretary, or in their particulars,
- Form B10a – Change in residential address particulars for a director in relation to multiple companies only, and
- Form B69 – Notification by the individual that he/she has ceased to be a director or secretary.
Will My PPSN Be Publicly Available?
No it wont! The CRO will store the PPSN in an encrypted hashed version and the CRO will not be able to view the number. It will not appear on any CRO forms that are downloaded.
How do we Prepare for the new Requirements?
The first step is to check do all directors have a PPSN. If they do, the next step is to compare the information held for each director on the DSP database with the information that is registered for each director on the CRO.
How does the CRO Verify the Director Details?
A presenter should enter the director’s first name, surname, date of birth and PPSN into the CRO form. If the director has a different first name or surname registered in the DSP then this name should be entered in the appropriate box.
Examples where this could be used include:-
- Pat in CRO Patrick in DSP
- Amanda in CRO and Amanda Jane in DSP
- Mary O’Brien in CRO Mary Murphy being her maiden name in DSP
Using this box should reduce the amount of times a submission may be rejected and the requirement to update either the CRO records or the DSP records.
Once the form is submitted, the CRO will then verify these details electronically with the data held by DSP for that director.
If the details do not match what is recorded for that director in the DSP, the form will be rejected and either the CRO or the DSP details will have to be updated.
What Happens if the Director Details on the DSP is Incorrect?
If the known in the DSP first name and surname box is completed and the form is still rejected, then the director will have to contact their local Intreo Centre or local Social Welfare Branch Office to update the director details and they may have to attend the office in person to update this information.
What happens if the CRO Details are Incorrect?
If the information in the CRO is not correct, then a B10 form will have to be filed in the CRO to update this information.
How do I know if my Details have been Rejected?
The CRO will email the director, where an email address has been included on the form, to notify them that there was an issue with their details. If there is no email address the CRO will write to the director. An email will be sent to the presenter, but it will not state which director details are incorrect. This is a similar process to the RBO filing.
How do I check my PPSN Details?
A presenter cannot check the PPSN details with the DSP. This must be done by the director themselves due to GDPR reasons.
I Don’t Have an Irish PPSN what Do I do?
If a director does not have a PPSN then:
- A director may use an RBO number; or
- Apply for an Identified Person Number (“IPN”)
What is an RBO Transaction Number?
An RBO number may be used in place of a PPSN/IPN when filing with the CRO. If you were a beneficial owner of an Irish Registered Company after 22nd June 2019 and you did not have a PPSN when making the company’s RBO filing, then an application may have been made using a BEN2 form applying for an RBO transaction number for you to facilitate the filing with the Register of Beneficial Owners.
If you cannot locate the RBO number, you should contact the presenter who applied for the RBO transaction number. The RBO transaction number will be reclassified as an IPN by the CRO and they will stop accepting BEN2 forms from 24th April 2023.
How do I Apply for an IPN?
It is an offence to apply for a IPN if you have a PPSN or an RBO number so all steps should be taken to ensure that the director does not have one before making an application.
A form VIF (Declaration as to Verification of Identity) is the form to be used to verify a person’s identity if they do not possess a PPSN or RBO number. The form requires the name, date of birth, nationality and residential address of the director. It also contains a Statutory Declaration where the declaration is being made inside or outside the state.
The form should be completed, and the declaration signed by the director and verified and witnessed. Once completed the form should be uploaded in the CRO’s online filing portal CORE. The form will not be available to the public.
Digital or electronic signatures are not permitted to sign the VIF, so a PDF version of a wet signature is required.
The IPN will be issued to the director and the presenter of the VIF form. The IPN may be used for all future filings for that director with the CRO.
What Happens If the Director Details Do Not Match?
If the PPSN/RBO/IPN details for a director are incorrect, then the CRO form will be rejected by the CRO and the director whose details are incorrect will be notified. The form will have to be updated with the correct details and re-filed.
What Happens if the Annual Return is Rejected, and the Filing Deadline has Past?
The CRO have not addressed this in the FAQ section regarding the impact on filing deadlines if the PPSN details are incorrect. Hopefully the CRO will have a practical approach to this as many companies will be facing this issue. However, it is important to advise all presenters not to leave it until the filing deadline to start checking the PPSN for the directors and to act now and communicate the new requirements with all directors.
What happens to the forms that have already been downloaded from CORE without the PPSN details?
If the form has been generated without the PSPN details and has not filed before the 11 June 2023 then the submission will have to be amended in CORE and the PPSN/RBO/IPN details for the directors inserted into the form before submission to the CRO.
What happens if I Don’t Comply?
Failure to comply with the provisions is a category four offence with the imposition of a fine up to €5,000. However, the impact on the company filings and potential loss of audit exemption and late filing penalties will be a greater issue.
As mentioned above it is also an offence to apply for a IPN where a director already has a PPSN.
Further Guidance
The Companies Registration Office (“CRO”) have published a helpful FAQ page on their website that details the new requirements and the common questions that directors and presenters may have.
The Corporate Enforcement Authority (“CEA”) have also issued a guidance note on the PPSN requirements.
How to Apply for a PPSN?
For more information on what a PPSN is and how to apply click on the below links.
https://www.gov.ie/en/service/12e6de-get-a-personal-public-service-pps-number/#
https://services.mywelfare.ie/en/topics/identity-services/personal-public-service-pps-number/
Note: The content of this article is provided for information purposes only and does not constitute legal or other advice.
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