The Companies (Corporate Enforcement Authority) Act 2021 aims to validate the identity of directors to improve the integrity of company information held by the Companies Registration Office (CRO) and reduce the risk of identity theft.
Currently incorporating a company and details of director changes can now be submitted online directly to the CRO without any identity validation checks.
New filing requirement
Once commenced into law the legislative changes will require directors to file details of their Irish Personal Public Service Number (PPSN) with the CRO when:
- incorporating a new company
- being appointed as a director to an existing company
- filing a company’s annual return.
The PPSN will be used for validation purposes only and will not be available to the general public.
The filing portal will be changed so that directors will be identified on the CRO system by reference to their PPSN rather than by reference to their name, address, or date of birth.
In cases where a director does not have a PPSN, it will be necessary to apply for a filing number.
Details on obtaining a filing number have yet to be announced but it may require non PPSN directors confirming their identity in the presence of a notary abroad and signing an appropriate declaration which is provided to the CRO who will then issue a filing number.
- Company incorporation
If a proposed director does not have a PPSN it will be necessary, prior to forming the company, to obtain one or get a filing number. Delays may therefore arise in forming a company. Incorporate a company well in advance of the needed date say 3 months.
- Annual returns
It will be necessary to file details of PPSNs and filing numbers for all directors on the annual return filed with the CRO. This could result in a company being late in filing its annual return as there may be delays with a filing number application or the CRO filing system may not recognise the PPSN provided. Therefore late filing penalties and a loss of audit exemption can arise. File well in advance of the Annual Return Date with the CRO.
- Inconsistencies between PPSN and CRO records
CRO filings may not be accepted if the details for the PPSN registration are not the same as those already provided to the CRO e.g. date of birth or full name. Again late filing penalties and a loss of audit exemption can arise. This type of discrepancy issue was evidenced recently, when the Register of Beneficial Ownership was established in 2019, with differences in information held by the CRO and the Department of Social Protection which had to be resolved. In some cases this was a lengthy process.
- All limited companies should establish ASAP whether any of their directors should apply for a PPSN or a filing number.
- All limited companies should undertake a review of the information held by the CRO to identify any inconsistencies between the information held by them and the name/details under which the PPSN was registered.
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