Tax number of directors to be required for company filings in Ireland

The new requirement for directors to provide their personal public service number (PPSN), the unique taxpayer identification number for Irish citizens and residents, is due to start from 23 April. The change is introduced by the 2021 Companies (Corporate Enforcement Authority) Act, which has significantly changed the landscape of company law enforcement and corporate offences in Ireland.

The directors’ PPSNs will be required for electronic filings in three specific scenarios: incorporation of a new company; filing of an annual return; and notifying a change of director. The purpose of the new mandatory disclosure is to reduce the risk of identity theft by introducing additional identity validation checks when submitting personal information relating to directors to the CRO.

According to the CRO, directors' PPSNs are for validation purposes only and they will be redacted from all forms so that no publicly accessible form or document will display a director’s PPSN. However, the CRO intends to retain an encrypted version of the PPSNs to match future filings to existing individuals on the register with certainty and avoid duplication.

Dublin-based corporate law expert Neil Keenan of Pinsent Masons said that companies should take action now and start collecting details of their directors' PPSNs.

“Companies should also review directors' details currently held by the CRO with the details under which the PPSN is registered and held by the Department of Employment Affairs and Social Protection (DSP). The forename, surname and date of birth entered in the CRO must exactly match the name and date of birth associated with that PPSN in the DSP’s database,” said Keenan.

If the personal details entered in the CRO do not exactly match the name associated with that PPSN in the DSP’s database, the submission is at risk of being rejected by the Registrar.

The new requirement will have more urgent implications for non-Irish resident directors, according to Keenan. He said: “Non-Irish resident directors who do not have an Irish PPSN or RBO number will need to act quickly to complete the relevant form and get an Irish VIF number for filing purposes as otherwise their companies may not be able to file returns after 23 April which could lead to penalties and potentially strike off.”

In cases where a director does not hold a PPSN and as an alternative to applying for a PPSN, a director will be required to apply for a verified identity number through a declaration by filing a verification of identity form (VIF). The name, date of birth, nationality and address of a director are required for this form. In addition, the director must solemnly declare this information to be correct and true and have this declaration verified, witnessed and signed. Digital or electronic signatures cannot be accepted on the VIF.

Having completed a VIF form, a director will be issued with a VIF number. If the director has already been issued with a Register of Beneficial Ownership (RBO) number, this number can be used as the VIF number. Either the VIF or RBO number can then be used as the verified identity number on the CRO’s online portal instead of the PPSN. The VIF form is expected to be released by the CRO before the 23 April commencement date.

The CRO said that any non-compliance with the new rule will lead to a director being guilty of a ‘category 4’ offence, which can result in a fine up to €5,000.