Date11 Apr 2023
The Companies (Corporate Enforcement Authority) Act 2021 (the “Act”) provision for the disclosure PPS numbers for Directors is coming into force from 23 April 2023.
All Directors of companies in Ireland will be required to comply with a new requirement which will be applicable to Forms A1, B1, B10 and B69.
We’ve reviewed the details of this Act and laid out the key facts directors need to know:
1. What does the legislation state?
Section 888A of the Act will require that Directors include their Personal Public Service number (PPS number) on compliance forms on incorporation of a company, on annual returns of a company where they are Director, and any notice of change of Directors or secretaries made by the company of which they are a Director.
2. Why was this provision put in place?
The provision allows the new Corporate Enforcement Authority to monitor compliance with the Companies Act 2014 (CA 2014) s142(1) provision which limits directorships to 25 Company’s in Ireland (with the exceptions to this limit in s142 of CA 2014). It seeks to prevent any Director trying to abuse the limit through various means, as their PPS number is linked directly to their personal details.
3. What does this mean for you as a Director?
Directors of Irish companies, whether resident or not are obligated to comply. Once enacted, all Directors must provide their PPS number annually on Form B1’s for any Company for which they act as Director in Ireland.
Director’s must also provide their PPS number on Form A1 when a Company is being incorporated or when any changes are being made to Directors’ details. This means that as a Director of a company you will need to provide this information to the person or company who will be carrying out any of the mentioned compliance filings.
4. What if you are a non-resident Director?
The Act states that where the Director does not have a PPS number, such other information concerning the identity of the Director, to be determined by the Registrar, should be provided.
The CRO has advised that a non-resident Director will be required to complete a Form VIF. This form will be similar to the BEN2 form required by the RBO and will confirm the identity of the non-resident director. As the VIF is a Declaration verifying a person's identity, digital or electronic signatures cannot be accepted on the VIF. Crucially, the personal details as contained in the form will not be available to view publicly once submitted.
The CRO have confirmed that if a non-resident Director holds an RBO number, this can be used in place of the VIF number on the CRO system.
5. What about my privacy?
The public will have no access to this information. The CRO have advised that this information will not be available to the public, the CRO or any other party and it will never be shared with any third party. The information will appear in a hashed format on all publicly available versions of the compliance forms.
6. What are the penalties if I don’t comply?
Once enacted, if a Director fails to provide a PPS number or the equivalent issued to a non-resident Director, the Act states that they are guilty of a Category 4 offence. This is a summary conviction offence, punishable by a Class A fine, which is a fine not exceeding €5,000 (Fines Act 2010).
Directors should also be aware that failure to provide this information will likely result in the CRO rejecting the submission of the forms, potentially causing delays to the incorporation of a new company, Director/Secretary changes, or in the case of Annual Compliance, late filing penalties and loss of audit exemption where applicable.
If you would like further information or assistance with preparing the required information, please contact Ossie Houghton or Rory Sempey of our Corporate Governance & Compliance Department at +353 (1) 669 9999 or CorpGov@azets.ie .