Financial Statements
CRO mandatory requirement for company directors to provide PPSNs from 11th June 2023
The Companies Registration Office (CRO), under Section 35 of The Companies Corporate Enforcement Act (2021), will require Company Directors to provide their personal public service numbers (PPSNs) when filing the following forms. This will be a mandatory requirement from Sunday, 11th June 2023:
- Form A1- Company incorporation,
- Form B1 – Annual return,
- Form B10 – Change of director and, or in their particulars,
- Form B69 – Notification by the individual that he/she/they has/have ceased to be a director or secretary.
Directors’ PPSNs will be required for validation purposes only. PPS numbers, RBO numbers and VINs will not be accessible on the public register.
The purpose of the new disclosure requirement is to reduce the risk of identity theft by introducing additional identity validation checks. This will affect individuals who may, wrongly, hold more than twenty five active directorships under different name variations.
It is important to note that non-compliance will constitute a Category 4 offence.
Please be aware that if the PPS Number does not match the PPS Number held by the Department of Employment and Social Protection, this may result in the submission being rejected. Therefore, to avoid any discrepancies and delays with filings, Directors should act now to make sure that the information held by the DEASP is consistent with that held by the CRO. It’s important to keep in mind that CRO rejections could lead to late filing penalties and delays in meeting annual return filing dates.
In circumstances, where a director does not have a PPS Number, but has been issued with an RBO number in connection with filings with the Central Register of Beneficial Ownership, this RBO number can be used for the relevant CRO filings.
In situations where a director does not have either a PPS number or an RBO transaction number, they must apply to the CRO for an “Identified Person Number” by means of a Form VIF i.e. Declaration as to Verification of Identity.
The VIF requires the name, address, date of birth and nationality of the individual. It must be declared as true by the director and verified by a notary.
TO DO
- Directors should check that their personal details are consistent with those on record with the Department of Social Protection. Where DSP records need to be checked or amended, please be aware that Directors must do so themselves, as filing agents are unable to do so on their behalf
- Directors without a PPSN or RBO number should take steps to obtain a VIN.
For further information, please click the link below:
Please be aware that the information contained in this article is of a general nature. It is not intended to address specific circumstances in relation to any individual or entity. All reasonable efforts have been made by Accounts Advice Centre to provide accurate and up-to-date information, however, there can be no guarantee that such information is accurate on the date it is received or that it will continue to remain so.. This information should not be acted upon without full and comprehensive, specialist professional advice.
CRO – Central Register of Beneficial Ownership – Ireland
On 29th July 2019 the Central Register of Beneficial Ownership was launched in Ireland. This new legal requirement forms part of Ireland’s implementation of the 4th EU Anti-Money Laundering Directive.
The new Central Register of Beneficial Ownership requires that all companies file details of their Ultimate Beneficial Owners with the Companies Registrations Office.
Under the Regulations, the commencement date for the obligation to file on the Central Register was 22nd June 2019 and companies must deliver their beneficial ownership information to the CRO by 22nd November 2019.
Going forward, newly incorporated companies will have five months from the date of incorporation to register their information.
It is considered a breach of statutory duty not to file within the deadline date.
This is a new filing requirement, in addition to the other usual requirements, for example, filing a B1 annual return.
A beneficial owner is defined an individual/natural person who owns or controls directly or indirectly:
- more than 25% of the equity
- more than 25% of the voting rights or
- has capacity to control the company by other means.
In situations where no beneficial owners can be identified, the names of the directors, senior managers or any other individual who exerts a dominant influence within the company must be entered in the register of beneficial owners. In other words, where the beneficial owners are unknown, the company must take “all reasonable steps” to ensure the beneficial ownership information is gathered and recorded on the register.
The following information is required to be filed with the RBO in respect of each beneficial owner:
- The name,
- Date of Birth,
- Nationality,
- Residential Address,
- PPS Number, if applicable – The Registrar will not disclose any PPS Numbers and will only use them for verification purposes.
- A Statement of the nature and extent of the ownership interest held or extent of the control exercised,
- The date of entry on the register as a beneficial owner,
- The date of ceasing to be a beneficial owner.
For non-Irish residents who do not hold a PPS number, a Transaction Number must be requested from the Companies Registration Office. This is done by completing and submitting a Form BEN2 and having it notarised in the relevant jurisdiction.
Failure to comply with the Regulations is an offence and shall be liable on summary conviction to a Class A fine, or conviction on indictment to a fine up to €500,000.
Going forward, any changes to a Company’s Internal Beneficial Ownership Register must be updated in the Central Register within fourteen days of the change having occurred.
Once a company has been dissolved the registrar will delete all information held in relation to that entity, after the expiration of ten years.
Who has access to this information?
As required by EU anti-money laundering laws, members of the public will have restricted access to the CRBO including:
- The name, month/year of birth, country of residence and nationality of each beneficial owner.
- The nature and extent of the interest held or the nature and extent of the control exercised by the beneficial owner.
The 2019 regulations provide for the following to have unrestricted access to the Central Register:
- An Garda Síochána
- The Revenue Commissioners
- Members of the Financial Intelligence Unit Ireland
- The Criminal Assets Bureau