Lionheart Client Update:

The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024

NEW PPSN REQUIREMENT FOR IRISH DIRECTORS

With effect from 23 April 2023, the Companies Registration Office (CRO) will require all directors of Irish companies to provide their personal public service number (PPSN) or a Verified Identity number (VIN) when:

• Incorporating a new company (CRO Form A1)

• Filing an annual return (CRO Form B1)

• Notifying a change of director (CRO Form B10)

• Notifying of ceasing to act as a director (CRO Form B69)

Requirement for identity verification

The requirement for directors to provide a PPSN was introduced by the Companies (Corporate Enforcement Authority) Act 2021.

The purpose of the new disclosure requirement is:

• To reduce the risk of identity theft by introducing additional identity validation checks when submitting personal information relating to directors to the CRO, and

• To improve the accuracy and integrity of the information held by the CRO

A director’s unique PPSN will be used for identity validation purposes but will not appear on the summary page of any CRO filing, nor will it be publicly available.

Validated PPSN and VIN information will be stored securely by the CRO in an irreversible hashed/encrypted format.

Non-resident directors

Non-resident directors who do not have a PPSN will be required to apply to have a VIN issued to them by means of a Form VIF, or Declaration as to Verification of Identity. This form must state the name, date of birth, nationality and address of the director who is applying for the VIN.

The director must solemnly declare this information to be correct and true, and have this declaration verified, witnessed by a commissioner for oaths / notary and signed.

If an RBO Transaction Number was previously issued to a director for the purpose of filings with the Central Register of Beneficial Ownership of Companies and Industrial & Provident Societies (RBO), this number will be reclassified as a VIN and it will not be necessary to obtain and provide a separate number in these cases.

Verification discrepancies and potential delays

The CRO will verify the information provided by a director against the name and details held at the Department of Employment and Social Protection (DEASP) via an electronic interface. If there are any discrepancies in this information, it may result in the submission being rejected.

Given the requirement to provide either a PPSN or VIN on incorporation for all directors, there is a potential for delays with new company incorporations where non-resident directors may need to apply for a VIN in advance of submitting the incorporation application.

Summary

The implementation of the new PPSN requirement should greatly improve the overall accuracy of company information on the register in the long term. Given the potential for delays in the initial implementation period, companies and presenters should act now to ensure that the information held at the DEASP is consistent with the information held at the CRO or to apply for VIN where needed.

For more information regarding the new requirements, contact a member of the Lionheart Corporate Governance team.

Extension to Virtual AGM Legislation

In a welcome decision from Government the Covid-19 pandemic-related provisions that let businesses hold virtual Annual General Meetings have been extended by the Government through to the end of 2023.

The government approved the further extension of the Companies (Miscellaneous Provisions) (Covid-19) Act's interim provisions in relation to the Companies Act 2014 and the Industrial and Provident Societies Act 1893. 

More information may be found HERE

Charity Trustee Training

Practical CPD Training module for Trustees of Irish Registered Charities with up to date insights and demonstrations of best practice and current legislation.

Spring Legislation Programme

Government Chief Whip, Minister Hildegarde Naughton has published the Spring Legislative Programme containing 38 bills for publication and priority drafting by Ministers in the forthcoming Oireachtas session.

The programme has been approved by Cabinet and is published following engagement and consultation with government departments, officials and the Office of the Attorney General.

Link to the programme HERE

New SEAR Legislation

As the Central Bank (Individual Accountability Framework) Bill 2022 ("Bill") moves quickly through the Irish parliamentary process, the implementation of an Irish Individual Accountability Framework, including a Senior Executive Accountability Regime ("SEAR"), has picked up speed.

New Sick Leave Legislation

The Minister for Enterprise, Trade and Employment, Simon Coveney, has confirmed the new entitlement to employer-paid sick leave which comes into effect 1st January 2023. Workers will now be entitled to up to 3 days of employer-paid sick leave in a year, paid at 70% of gross salary up to a cap of €110 per day.

NEW DIRECTORS DUTIES - July 2022

The new director's duty is to, have regard to, inter alia, the interests of the company's creditors where a director believes, or has reasonable cause to believe, that the company is, or is likely to be, unable to pay its debts