Irish Region

As highlighted to members in an earlier article, the Companies (Corporate Enforcement Authority) Act 2021 contains a provision requiring all Directors of Irish companies to provide their personal public service number (PPSN) when:

• incorporating a new company (CRO Form A1),
• filing an annual return (CRO Form B1); or
• notifying a change of director (CRO Form B10).

This new requirement will be implemented by the Companies Registration Office in the latter part of Quarter 1, 2023 giving presenters time to ensure company director PPSNs are known in the interim. To ensure your company, or client companies, are prepared for this impending requirement, it is advisable to now take steps to ensure that all PPSNs will be available and that the Director’s name is a match to the record that the Department of Employment Affairs and Social Protection (DEASP) in Ireland holds in respect of that PPSN.

With regards to Directors’ names, the CRO will accept an 80% match, whereby slight name spelling variations are allowed such as ‘Mark’ and ‘Marc’ or where shortened names are used such as ‘Dave’ in place of ‘David’. The CRO will reject any of the above-mentioned forms where the date of birth on the form does not match the date of birth linked to that PPSN on the DEASP database.

We advise our members to ensure that not only has the PPSN is known for all Directors in the portfolio, but that the Director themselves are satisfied that the details held by CRO and the DEASP are a match. Filing agents are unable to check the details on behalf of the Director due to GDPR constraints. An example here might be the DEASP holding a person’s maiden name and the CRO holding the person’s married name, or the date of birth on the CRO clashing with the date of birth held by the DEASP. Getting discrepancies like these tidied up now is highly recommended to get ahead of the rush next year and to ensure no delays to filings are experienced as a result of conflicting information.

In the case of a <80% match between the details provided on the CRO form and the information held at the DEASP, the filing of that form will be impacted and it could lead to delays in companies being incorporated, board changes being registered with CRO and even the filing of time sensitive annual returns. The CRO will not be able to view the PPSN when the form is submitted and will store a hashed version of the number, so there will be no opportunity for identify theft when sharing the PPSN with the CRO.

Non-resident Directors

The CRO has announced that helpful measures will be introduced in the case of non-resident Directors that do not hold a PPSN. The procedure has not been fully agreed yet, however we envision it will operate in a similar manner to how one might obtain a transaction number to make a submission with the Register of Beneficial Ownership (RBO) in the absence of a PPSN. More details of this process will be announced when the CRO have communicated the final procedure to the recently established PPSN Working Group.