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Re-Registration of companies now much easier in Ireland under new Companies Act
By Simon O’ Connor, 6th August 2015 Updated 17th February 2017.
The new Companies Act 2014 which was commenced on the 1st of June 2015 has made significant changes to the law regarding company re-registrations. Re-registration is where a company changes from one company type to another. E.g. Limited to Unlimited, from Private to Public or from limited by shares to limited by guarantee or vice versa. Any type of company may re-register as another type of company subject to complying with the requirement applicable to that type of company. Previously re-registrations were unavailable to or from a Company Limited by Guarantee (CLG) but the new Act now accommodates re-registration for this company type.
A company may be reregistered as another company type if it passes the necessary special resolutions and the application is lodged with the Registrar with the correct documents, including a compliance statement. Additional statements are required where a company is to have a share capital on its re-registration. The Re-registration will come into effect when clarified by the Registrar in a certificate of incorporation. The special resolution will change the company’s constitution so that it clarifies that the company is to be a company of the type that the company wishes to be re-registered as; make such other alterations in the company’s constitution that are necessary to bring it in substance and in form into conformity with the requirements of this Act with respect to the constitution of the resultant company type; and make such other alterations in the company’s constitution as are requisite in the circumstances.
If a company is re-registering from a Private Company Limited by Shares (LTD), it must have a minimum of two directors as a LTD is the only company type available that may have a single director. If it is the case where a LTD has only one director and wishes to re-register, it must appoint another director by including a B10 when submitting the documents for re-registration to the CRO. A LTD company will also have to specify the objects for which the company was incorporated as an LTD does not have objects of clause.
What is the Difference between LTD, DAC and CLG?
The key differences between each of these company types is the authorised share capital, number of Directors, Secretaries or Shareholders. A Re-Registration by be required if a company type is no longer appropriate, or a company was incorporated incorrectly in the first place. Please be conscious if a company requires a re-registration, it cannot have any paid up share capital.
LTD Limited Liability Company
LTD, is a private company limited by shares but is not required to have an Authorised Share Capital. They are required to appoint a minimum of one Director with a separate person as Secretary, and the minimum of one Shareholder.
DAC Designated Activity Company – Limited by Shares
DAC Limited by Shares, is a private company limited by shares that must have an Authorised Share Capital. They are required to appoint a minimum of two Directors, one of which can be the Secretary and the minimum of one Shareholder.
DAC Designated Activity Company – Limited by Guarantee
DAC Limited by Guarantee with a Share Capital, that must have an Authorised Share Capital. They are required to appoint minimum of two Directors, one of which can be the Secretary and the minimum of one Shareholder.
CLG Company Limited by Guarantee
CLG are Limited by Guarantee and do not have a Share Capital (as this company type is Not for Profit). They are required to appoint the minimum of two Directors, one of which can be the Secretary with the minimum of one Member. (Please note: if they are applying for Charitable Exemption, Revenue’s minimum requirements is three unrelated Directors, one of which can be a Secretary)
If you would like any more information on company re-registrations or would like to re-register your company, please do not hesitate to contact Company Bureau Formations on +3531 6461625 or alternatively you can fill out a contact form on our website.
