Re-Registration

/Re-Registration
Re-Registration2018-04-16T11:00:07+00:00

LTD to Designated Activity Company

Companies may wish to under take this procedure where, unwittingly, they became an LTD by operation of law on the 30th November, 2016 or perhaps circumstances have changed and they now need to specifically state a main objects clause. This could be because they are entering a joint venture, are undertaking a Share for Share/Undertaking exchange or other reasons.

The procedure for effecting a change in status of a company, from being an LTD to DAC is governed by Part 20 of the Companies Act, 2014.

A meeting of the Board of Directors is held to discuss the re-registration, to recommend to the members that a special resolution be passed, (either at EGM or by written resolution). An Extraordinary General Meeting of the Company is held (or a Written Resolution is passed) to adopt a new Constitution and to authorise the Company to make application to the Registrar of Companies for re-registration.

Finally, the relevant papers are submitted to the Companies Registration Office, within 15 days of the various Special Resolutions being passed, and once processed, the CRO will issue a Certificate of Incorporation on a Re-registration in digital format.

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Designated Activity Company to LTD

Companies may wish to make this change where they were first incorporated as a DAC for a specific purpose, which has since lapsed, and they now wish to have more flexibility in their activities.

The procedure for effecting a change in status of a company, from being a DAC to an LTD is also governed by Part 20 of the Companies Act, 2014.

A meeting of the Board of Directors is held to discuss the re-registration, to recommend to the members that a special resolution be passed, (either at EGM or by written resolution). An Extraordinary General Meeting of the Company is held (or a Written Resolution is passed) to adopt a new Constitution and to authorise the Company to make application to the Registrar of Companies for re-registration.

Finally, the relevant papers are submitted to the Companies Registration Office, within 15 days of the various Special Resolutions being passed, and once processed, the CRO will issue a Certificate of Incorporation on a Re-registration in digital format.

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Private Limited by Shares to Unlimited

The procedure for effecting a change in status of a company, from being a Private Limited by Shares company (either a DAC or an LTD) to an Unlimited Company is also governed by Part 20 of the Companies Act, 2014.

A meeting of the Board of Directors is held to discuss the re-registration, and the call an Extra Ordinary General Meeting of the Members to pass the necessary resolutions. (alternatively they can pass the resolution in writing). An Extraordinary General Meeting of the Company is held (or a Written Resolution is executed) to make the necessary alterations to the Company’s Constitution, by adopting a new Constitution, and to authorise a Director and the Company Secretary to make application to the Registrar of Companies for re-registration as a an Unlimited Company.

In addition all shareholders will have to give their written consent to the company becoming Unlimited as this remove the protection of limited liability for them.

Furthermore, a company wishing to become Unlimited must also submit Financial Statements which cover a period that ends not more than 3 months prior to the date of application to re-register and is of at least 12 months duration. These Financial statements are not required if the company has already delivered an annual return with financial statements to the Registrar within 3 months of the date of application.

Once finalised, the relevant documents are submitted to the Companies Registration Office, within 15 days of the various Special Resolutions being passed and once processed, the CRO will issue a Certificate of Incorporation on a Re-registration in digital format.

A company which has re-registered as Unlimited can subject to certain conditions, subsequently re-register as Limited. This was NOT the case prior to the Companies Act, 2014.

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Unlimited to Private Limited by Shares

The procedure for effecting a change in status of a company, from being an unlimited company to either a DAC or a new form LTD is governed by Part 20 of the Companies Act, 2014.

A meeting of the Board of Directors is held to discuss the re-registration, and the call an Extra Ordinary General Meeting of the Members to pass the necessary resolutions. (alternatively they can pass the resolution in writing). An Extraordinary General Meeting of the Company is held (or a Written Resolution is executed) to make the necessary alterations to the Company’s Constitution, by adopting a new Constitution, and to authorise a Director and the Company Secretary to make application to the Registrar of Companies for re-registration as a DAC or an LTD.

The relevant documents are submitted to the Companies Registration Office, within 15 days of the various Special Resolutions being passed and once processed, the CRO will issue a Certificate of Incorporation on a Re-registration.

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PLC to Private Limited by Shares

The procedure for effecting a change in status of a company, from being a PLC to a Private Limited Company (either a DAC or an LTD) is governed by Part 20 of the Companies Act, 2014.

A meeting of the Board of Directors is held to discuss the conversion, and the call an Extra Ordinary General Meeting of the Members to pass the necessary resolutions. (alternatively they can pass the resolution in writing). An Extra Ordinary General Meeting of the Company is held (or a Written Resolution is executed) to make the necessary alterations to the Company’s Constitution, by adopting a new Constitution, and to authorise a Director and the Company Secretary to make application to the Registrar of Companies for re-registration as a DAC or an LTD.

The relevant documents are submitted to the Companies Registration Office, within 15 days of the various Special Resolutions being passed and once processed, the CRO will issue a Certificate of Incorporation on a Re-registration.

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Private Limited by Shares to PLC

The procedure for effecting a change in status of a company, from being a Private Limited Company (either a DAC or an LTD) to a Public Limited Company (PLC) is governed by Part 20 of the Companies Act, 2014.

A meeting of the Board of Directors is held to discuss the conversion, and the call an Extra Ordinary General Meeting of the Members to pass the necessary resolutions. (alternatively they can pass the resolution in writing). An Extra Ordinary General Meeting of the Company is held (or a Written Resolution is executed) to make the necessary alterations to the Company’s Constitution, by adopting a new Constitution, and to authorise a Director and the Company Secretary to make application to the Registrar of Companies for re-registration as a PLC.

In addition, the issued share capital of the applicant LTD/DAC will have to meet the minimum requirements for a PLC i.e. €25,000, on quarter of which has been paid up.

Furthermore, a copy of the applicant Company’s Balance Sheet, not more than seven months old, accompanied by an unqualified report from auditors must also be submitted.

The relevant documents are submitted to the Companies Registration Office, within 15 days of the various Special Resolutions being passed and once processed, the CRO will issue a Certificate of Incorporation on a Re-registration.

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Company Limited by Guarantee to Private Limited by Shares

The procedure for effecting a change in status of a company, from being a Company Limited by Guarantee to Private Limited by Shares (DAC or LTD) is governed by Part 20 of the Companies Act, 2014.

A meeting of the Board of Directors is held to discuss the conversion, and the call an Extra Ordinary General Meeting of the Members to pass the necessary resolutions. (alternatively they can pass the resolution in writing). An Extra Ordinary General Meeting of the Company is held (or a Written Resolution is executed) to make the necessary alterations to the Company’s Constitution, by adopting a new Constitution, and to authorise a Director and the Company Secretary to make application to the Registrar of Companies for re-registration as a DAC or an LTD

In addition, the applicant Company will have to submit a statement of initial shareholdings and a statement of share capital.

The relevant documents are submitted to the Companies Registration Office, within 15 days of the various Special Resolutions being passed and once processed, the CRO will issue a Certificate of Incorporation on a Re-registration digital format.

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Private Limited by Shares to Company Limited by Guarantee

The procedure for effecting a change in status of a company, from being a Private Limited by Shares company (DAC or LTD) to a Company limited by Guarantee is governed by Part 20 of the Companies Act, 2014.

A meeting of the Board of Directors is held to discuss the conversion, and the call an Extra Ordinary General Meeting of the Members to pass the necessary resolutions. (alternatively they can pass the resolution in writing). An Extra Ordinary General Meeting of the Company is held (or a Written Resolution is executed) to make the necessary alterations to the Company’s Constitution, by adopting a new Constitution, and to authorise a Director and the Company Secretary to make application to the Registrar of Companies for re-registration as a Company Limited By Guarantee, Not having a Share Capital (CLG).

In addition to these procedures the issue of allotted share capital will need to be addressed. The approach taken will differ depending on whether the allotted share capital is paid up or not. Where it has been paid up a Court Order will be required.

The relevant documents are submitted to the Companies Registration Office, within 15 days of the various Special Resolutions being passed and once processed, the CRO will issue a Certificate of Incorporation on a Re-registration in digital format.

CONTACT US FOR MORE DETAILS