By Company Bureau. 2nd Dec 2016
If you are a Director or Secretary of a company, this is probably what you are thinking— and understandably so!
While it is correct that as of December 1st, 2016 the Companies Registration Office automatically converted existing companies, a company’s existing Memorandum & Articles of Association has not been converted.
What does this mean?
The Companies Act, 2014 repealed the Companies Acts, 1963-2013 and consolidates Company Law in the jurisdiction of the Republic of Ireland. In plain English, this means if your most recent Memorandum & Articles of Association refers to any of the Companies Acts, 1963-2013, your Memorandum & Articles of Association are redundant.
While companies may not immediately notice the issues stemming from redundant Memorandum & Articles of Association, these issues will certainly present themselves at some stage throughout the course of the next twelve months. Consider the following examples:
- The legal documents protecting the company’s directorate and the company’s liability are rendered obsolete. Accordingly, they will cease to offer any form of legal protection as they cite repealed legislation as their basic form of protection. In short, one cannot claim to be protected by something that does not exist.
- A company may risk functioning ultra vires; whereby a company or an officer thereof is acting outside of its authority vested in it by Irish Company Law.
- Where a company wishes to obtain a bank loan or to enter into an agreement of business with a State body, the bank or body may refuse to grant such loan or enter into such agreement of business, as the case may be, due to the company not operating under current legislation.
So how do I fix this?
Our dedicated, efficient Company Secretarial team at Company Bureau are in a position to assist you with the transition of your company into current Company Law. We are offering a Post-Conversion Package for any company who requires the service.
The service includes:
- Updating your company’s existing Memorandum and Articles of Association into a new Constitution specific to your company;
- The generation of documents with the Companies Registration Office and lodgement of same;
- The drafting meeting minutes and resolutions for your company to facilitate such a transition; and
- Where required, the payment of lodgement fees to the Companies Registration Office and the ordering of a new company seal.
This procedure is faster than the conversion procedure—as well as cheaper! The recommended turnaround time is five working days.
What are the prices?
The prices for the Post-Conversion Package are set out below:
- Revision of Limited-type Constitution €150+VAT
- Revision of Company Limited by Guarantee-type Constitution €250+VAT
- Re-registration to a Designated Activity Company €350+VAT
- Re-registration to an Unlimited Company €350+VAT
How can I avail of this?
To avail of this service, contact us at Company Bureau and ask for a Post-Conversion Package Request Form to be sent to you by e-mail. Our contact number is +353 1 646 1625.
Should you have any further queries, or want to have a chat about any of the above, ask to speak a member of our Company Secretarial Team.
If you are satisfied with our service, why not check out our other company secretarial services?
Disclaimer This article is for guidance purposes only. It does not constitute legal or professional advice. No liability is accepted by Company Bureau for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change.