Company Director Duties

Setting up a business often involves forming a limited liability company.

Limited liability companies must have at least one (and more usually at least two) company directors.

The principal responsibilities of a company director are set out in Part 5 of the Companies Act 2014.

Section 228 of this act states:

1) A director of a company shall—

(a) act in good faith in what the director considers to be the interests of the company;

(b) act honestly and responsibly in relation to the conduct of the affairs of the company;

(c) act in accordance with the company’s constitution and exercise his or her powers only for the purposes allowed by law;

(d) not use the company’s property, information or opportunities for his or her own or anyone else’s benefit unless—

(i) this is expressly permitted by the company’s constitution; or

(ii) the use has been approved by a resolution of the company in general meeting;

(e) not agree to restrict the director’s power to exercise an independent judgment unless—

(i) this is expressly permitted by the company’s constitution; or

(ii) the case concerned falls within subsection (2);

(f) avoid any conflict between the director’s duties to the company and the director’s other (including personal) interests unless the director is released from his or her duty to the company in relation to the matter concerned, whether in accordance with provisions of the company’s constitution in that behalf or by a resolution of it in general meeting;

(g) exercise the care, skill and diligence which would be exercised in the same circumstances by a reasonable person having both—

(i) the knowledge and experience that may reasonably be expected of a person in the same position as the director; and

(ii) the knowledge and experience which the director has; and

(h) in addition to the general duty under section 224 (duty to have regard to the interests of its employees in general), have regard to the interests of its members.

In practice this means that company directors must ensure that the company

Keeps accurate books of accounts and files its statutory accounts in a timely manner

Ensures that it complies with the law in terms of its employees and its revenue liabilities for PAYE , VAT and other taxes to be paid

Stays within the law in terms of its trading and borrowing arrangements

From June 11th 2023, when filing Forms A1, B1, B10 and B69, company directors will be required to provide their PPS numbers. The PPS number will be used for identity verification to ensure that the company director is alive and is a natural person. For Frequently Asked Questions on this, please see below.

What is a Personal Public Service (PPS) number?

Your Personal Public Service (PPS) number, which is sometimes called a PPSN, is a unique reference number that helps you access social welfare benefits, public services and information in Ireland. A PPS Number is always 7 numbers followed by either one or 2 letters.

You have a PPS number if:

• You were born in Ireland in or after 1971
• You started work in Ireland after 1979
• You are getting a social welfare payment
• You are taking part in the Drugs Payment Scheme

PPS numbers are also issued to non-resident persons who have dealings with certain Irish Government organisations, including the Revenue Commissioners.

Where can I find my PPS number?

PPS numbers are printed on the following documents:

• Public Services Card
• Social Services Card
• Drugs Payment Scheme Card
• Medical Card
• GP visit card
• European Health Insurance Card
• Tax Assessment
• PAYE Notice of Tax Credits

If you do not know your PPS number, please contact your Intreo Centre or local Social Welfare Branch Office and staff there can find your number for you.

Using your PPS number

You need your PPS number when you are using certain public services. There are only certain services that are allowed to ask for your PPS number. The Companies Registration Office is authorised to use the PPS number.

Why is my PPS number required?

The Companies (Corporate Enforcement Authority) Act 2021 states a director shall include his or her personal public service number in:

1. An application made under the act by him or her to incorporate a company,
2. An annual return made under the Act by a company of which he or she is a director, and
3. A notice of change of directors or secretaries made under the act by a company of which he or she is a director.

If any person fails to comply with this, he or she shall be guilty of a category 4 offence.

Will the CRO store my PPS number?

When the mandatory PPS number data filed with the CRO has been validated, a PPS number will be retained securely in an irreversible hashed/encrypted format and stored securely. It will not be accessible by any member of the CRO or any other party, and it will never be shared with any third party.

The reason for retaining a hashed version of the PPSNs is to allow CRO to match future filings to existing individuals on the register with certainty and to avoid duplication.

What is hashing of my PPS number?

Hashing is an encryption function to protect data on the register in the event of a data breach. This technique will apply a complex mathematical function to the PPS number, to produce a longer unique number that bears no resemblance to the number hidden. With hashing, the CRO will never be able to reverse the newly generated number back into a PPS number again.

Will my PPS number be required every time a submission is filed?

Yes, it is required each time any of the prescribed forms are filed.

How is the PPS number used to verify the identity of a company director?

The CRO verifies the name, date of birth and PPS number submitted in forms by comparing them, via an electronic interface, with data held on the PPS number database of the Department of Social Protection (DSP).

In order for there to be a match between the two sets of data, the forename and surname entered in the CRO must exactly match the name associated with that PPS number in the DSP’s database.

The Registrar reserves the right to reject any submission where the name entered on the CRO does not match the name as registered for that PPS number with the DSP.

This process allows CRO to verify the identity of each beneficial owner, prove that they are a natural person and minimise the possibility of duplicate entries.

Directors who do not have a PPS number

I do not have an Irish PPS number

If you do not have an Irish PPS number, then you must apply for an Verified Identity Number, by means of a Form VIF – Declaration as to Verification of Identity.

Only one VIF is required in respect of each director. Once this has been processed successfully and an Identified Person Number (IPN) is issued by the Registrar, that number can be used for making future filings for that person.

Any relevant entity that fails to file a PPS number with the CRO where such a number has been assigned to a director, and/or submits a VIF application where a PPS number exists for the director, will have committed an offence.

What is a Form VIF – Declaration as to Verification of Identity?

The Form VIF is the method that the Registrar has determined will be used for the purpose of verification of a person’s identity where the director does not have an Irish PPS number assigned to them.

The VIF is a Declaration as to Verification of Identity. The VIF contains the name, date of birth, nationality and address of the person. The company director must solemnly declare this information to be correct and true and have this Declaration verified, witnessed and signed.

Once completed and signed by the Declarant (company director) and Witness (eg Notary Public), the Form VIF should be uploaded in the CORE Portal.

As the VIF is a Declaration verifying a person’s identity, digital or electronic signatures cannot be accepted on the VIF.

Can I use an RBO number as a Identified Person Number (IPN) ?

If you have already completed a BEN2 and have been issued with an RBO number, this number can be used as the Identified Person Number (IPN) on the CRO CORE System.

Where do I get a VIF Form?

The form is available here on CORE.

What information is required on the VIF Form?

The Form VIF consists of 3 parts:

Part 1 requires the following details of the person to be verified:

• First name
• Last name/Surname
• Date of Birth
• Nationality
• Residential Address

Part 2 is a Statutory Declaration where the declaration is being made in the State.

Part 3 is a Declaration being made outside the State and must be signed by a Notary Public

On both Part 2 and Part 3 of the VIF Form, a declaration must be made as to how the identity of the person has been established.

How long will it take to receive a Identified Person Number (IPN)?

A number will issue upon verification of the details contained on the VIF Form by the CRO, and will be emailed to the address listed on the CORE account used to file the VIF form.

Will the VIF Form be made available to the public to view?

The VIF Form is retained securely by the CRO and will not be available to view by anyone.

The form is only viewed and processed by the CRO for the purposes of verifying the details entered and for the issuing of the Identified Person Number (IPN). It is not searchable or accessible to any Third Party.

Do I need to apply for a new number every time?

No, you do not, if it is used for the same company director as identified on the Form VIF.

However, a number must be applied for each individual person who is a director/beneficial owner but for whom a PPS number has not been issued.

We can provide more advice to you on the requirements , both legal and practical , of being a company director in Ireland

brendan@innovation21.ie

  Tags: Налоги, Бизнес в Ирландии, компания