Irish Region

A recent Irish Independent newspaper, investigation has highlighted that potential fake companies are being set up in Ireland using the identities of directors or the addresses of existing businesses that have no connection with these companies.

These articles featured a number of examples where:

• more than 100 fake companies had been established using a single residential address in South Dublin. The owner of the property was unaware the companies had been registered to his home.
• a legitimate Irish director whose identity had previously been stolen by fraudsters who had listed her as a director of several fake firms, was again targeted.

Representatives from the Companies Registration Office are due to appear before the Joint Oireachtas Committee for Enterprise, Trade and Employment before Christmas to address the issues.

How to Protect Your Identity

The Chartered Governance Institute UK & Ireland reminds all companies, directors and presenters to take all necessary steps to protect their identities. These steps may include:

• Set up all your companies as watched companies in CORE or with a Company Search provider
• Monitor the use of your registered office and business address particularly in a shared building regularly
• Monitor the use of your name as a director on a search facility

New PPSN Disclosure Requirement for Directors

The Companies (Corporate Enforcement Authority) Bill 2021 https://www.oireachtas.ie/en/bills/bill/2021/107/ contains a provision requiring Directors to provide their PPSN (or other information if they do not have a 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).

The provision is a safeguarding measure designed to mitigate the possibility of breaches of company law where a directors’ name is used without their consent or the person has used different versions of their name on company documentation.

However, these provisions may cause some practical issues such as those, which occurred on the introduction of the Register of Beneficial Owners.

The Bill is not clear on what the process for directors who do not have a PPSN and whether it will be similar to the BEN2 requirement for the Register of Beneficial Owners.

The Institute will monitor the progress of the Bill and provide an update on any amendments or clarity to the proposal as they occur.