THE REGISTER OF COMPANIES

 The Register now consists of:

179,310            LTD Companies   Parts 1-14 Companies Act 2014
3,273  DACs Part 16 Companies Act 2014
15,683  CLGs Part 18 Companies Act 2014
4,528  Unlimited Companies Part 19 Companies Act 2014
1,429  PLCs Part 17/24 Companies Act 2014          

END OF THE TRANSITION PERIOD - 1st December 2016

As of 1st December 2016, the Transition Period is at an end.

Certain events have been triggered by the end of the Transition Period and section 61, 980, 1190 and 1247 Companies Act 2014 now have effect. As a result, the Registrar of Companies was obliged to apply the deeming provisions of these sections and implement certain changes to the following companies and company types.

It is no longer possible to submit documents to convert or to alter the company name using forms N1, N2 or N3. Any such documents received after 1st December will be rejected 

Companies wishing to re-register, change their name or adopt a new constitution, can do so by using one of the following methods:

  • (a) re-register to a different company type by filing a Form D20, Special Resolution, new Constitution and filing fee of €60 (see CRO Information Leaflet No 35 for more information), 
  • (b) change their name by filing a form G1Q, amended Constitution and fee of €50 if filed on line/€100 on paper, and 
  • (c) adopt a new Constitution by filing it with a form G1 - Special Resolution which is free if filed online/€30 on paper. 
  • See forms webpage.

Private Limited by shares companies:

107,000 have now become LTD companies  (whether single or multi-member) Under Part 2 Companies Act 2014 

Change: An e-certificate of incorporation is issuing to each company using the email address supplied by the company or used to submit annual returns to the CRO to detail the change to the LTD company status – section 61 Companies Act 2014.

Effect: These companies operate under Part 1-14 Companies Act 2014. An LTD company can have only one director if it wishes (a separate secretary would be required though). 
 
Features of the LTD company include:

  • It has the contractual capacity of a natural person - the ultra vires rule does not apply. An LTD company can engage in any authorized activity and is not limited by a memorandum of association. LTDs have a constitution which does not have objects. Any objects listed in a Memorandum and Articles of Association registered with the CRO no longer have any effect. Everything else remains the same.
  • It has limited liability and has a share capital.
  • It has a limit of a maximum of 149 members.
  • It can have a single director. 
  • It can pass majority written resolutions (special and ordinary). 
  • It can claim eligibility for audit exemption. 

If a private limited by shares company is unhappy with its company type and wishes instead to be a Designated Activity Company limited by shares, it will have to re-register using Part 20 Companies Act 2014. Credit institutions and insurance undertakings should not be LTD companies and should re-register if they have become this type.
 
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Public Guarantee Companies

 
10,600 are Companies Limited by Guarantee under Part 18 Companies Act 2014.  These companies have now had “Company Limited by Guarantee” added to the end of their name to replace “Limited”. 

Change: An e-certificate of incorporation will issue to each company using the email address supplied by the company or used to submit annual returns to the CRO. Section 1190 Companies Act 2014

Companies which had an exemption under the old Companies Acts from using “Limited” in their name retain this licence and as a result no change has been made to Guarantee companies which have an exemption. 
 
Effect: Such companies which have had their name altered by the addition of the suffix should alter letterheads, signage etc and should submit documentation to the CRO using their new name only.
 
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Private Guarantee Companies

are Designated Activity Companies under Part 16 Companies Act 2014.  60 companies have now had “Designated Activity Company” Added to the end of their name to replace “Limited”. 
 
An e-certificate of incorporation will issue to each company using the email address supplied by the company or used to submit annual returns to the CRO. Section 980 Companies Act 2014

Companies which had an exemption under the old Companies Acts from using “Limited” in their name retain this licence and as a result no change has been made to Guarantee companies which have an exemption. 

Effect: Such companies which have had their name altered by the addition of the suffix should alter letterheads, signage etc and should submit documentation to the CRO using their new name only.


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Unlimited Companies

 are Unlimited Companies under Part 19 Companies Act 2014
2,400 of these companies have now had “Unlimited Company” added to the end of their name.

An e-certificate of incorporation will issue to each company using the email address supplied by the company or used to submit annual returns to the CRO. Section 1247 Companies Act 2014. 

Effect: Such companies which have had their name altered by the addition of the suffix should alter letterheads, signage etc and should submit documentation to the CRO using their new name only.  

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Restoration:

Please note that the conversion change will affect any old private limited by shares company being restored to the register. The name requirement will affect guarantee companies and unlimited companies being restored to the register. They will not be restored to the register without any necessary changes being effected by the Registrar or by order of the High Court.

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Provision of existing Memorandums and Articles of Association

An existing company's memorandum and articles registered before the commencement of the 2014 Act shall—

(a) save to the extent that they are inconsistent with a mandatory provision, and
(b) in the case of the memorandum, subject to the requirement to alter the company name,

continue in force but may be altered or added to under and in accordance with the conditions under which memorandums or articles, whenever registered, are permitted by this Act to be altered or added to.

  • Any references in the provisions of a memorandum or articles so continued in force to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.
  • A company which was governed by regulations in a previous Act can continue to be governed by those regulations unless they are inconsistent with a mandatory provision of the Companies Act 2014.
  • An existing private limited by shares company converted to the LTD company type does not have any objects. If the company is an LTD company, the objects stated in its registered memorandum have no effect.

Table A and the Companies Act 2014
Table A of the First Schedule to the old Companies Act 1963 contained the main voluntary provisions of company law for companies that were limited by shares. To date most companies incorporated under the old Acts have their provisions form part of the Articles of Association. New companies incorporated under Part 2 of the Companies Act 2014 instead have a constitution. A LTD company, private company limited by shares, has a constitution in the form of the constitution in Schedule 1 of the Act.

Many of the regulations of Table A from the Companies Acts 1963 -2013 have now been incorporated into the current primary Act - the Companies Act 2014 either as voluntary provisions or as compulsory provisions. Some of the regulations of Table A are omitted altogether eg. Regs 10, 47, 52, 77, 79, 99 and 108. Reg 10 was already in the previous Companies Acts as s60 of the 1963 and regulation 99 was included in the text of s182 of the 1963 Act. A company can include some of these regulations if they wish as supplemental regulations to a new constitution.

Save to the extent constitution provides otherwise
Where the regulations are incorporated into the Act as voluntary provisions, there is reference in the Act to the effect that the section applies to a LTD company “save to the extent that the company’s constitution provides otherwise”. Therefore unless the company has disapplied the section in its constitution these sections will apply to a company incorporated as a LTD company.

Save to the extent that the company’s constitution provides otherwise relates to the following sections in the Companies Act 2014.

  • Section 65 - Power to convert shares into stock
  • Section 66 - Shares - s. 66(4) - power of company to issue redeemable shares
  • Section 69 - Allotment of Shares - s.69(4) - Shares are only allotted by directors of the company and that the directors may allot, grant options over or otherwise dispose of shares to such persons as they may consider to be in the best interests of the company.
  • Section 77, 78 and 79 - Call on Shares - These sections deal with the procedures for a call on shares
  • Section 80 - Liens - That a company has a first and paramount lien on every share (not being fully paid up) for all moneys called or payable in respect of that share.
  • Section 81 - Forfeiture of Shares - Section allows directors to serve notice on a member that unpaid call will result in forfeiture of those shares, which can be effected by a resolution of the directors.
  • Section 83 - Variation of Company Capital - allows company to consolidate shares, increase or reduce the nominal value of any of it shares.
  • Section 84 - Reduction in Company Capital - allows company to reduce its company capital in any way it thinks expedient by using the Summary Approval Procedure or by resolution confirmed by the court.
  • Section 88 - Variation of rights attached to special classes of shares
  • Section 94 - Transfer of shares and debentures - s.94(8) - regarding regulation of instruments and that the transfer of shares is without prejudice to the Stock Transfer Act 1963.
  • Section 95 - regarding the ability of the directors to decline to register the transfer of shares.
  • Section 96-97 - Transmission of shares in special circumstances - (death of shareholder)(mergers).
  • Section 124 and 125 - Procedure for declarations, payments of dividends.
  • Section 126 - Bonus shares
  • Section 144 - Appointment of directors.
  • Section 148 - Vacation of office of director.
  • Section 155 - Remuneration of director.
  • Sections 158 to 165 - Relating to proceedings of directors.
  • Section 178 - Convening of EGMs by members
  • Section 180 - Persons entitled to receive notice of meetings.
  • Section 181 - Notice of General Meetings - s.181(6) - the accidental omission to give notice of a meeting doesn’t invalidate the proceedings at the meeting.
  • Section 182 - Quorum - s.182(2) - 2 members present shall constitute a quorum - 1 person in single member company.
  • Sections 186 - 187 - Business of and proceedings at meetings.
  • Section 188 - Vote of members
  • Section 218 - Service of notice on members
  • Section 229 - Other Interests of directors - a director may become an officer of another company promoted by the company or in which the company may be a shareholder.
  • Section 230 - Powers of directors to act in a professional capacity for the company.

Certain areas of table A have been included in the 2014 Companies Act as compulsory provisions. Such regulations include:

  • the form for the appointment of a proxy (s.183-184) - regulations 69 to 71 although the constitution can provide for the number of proxies that can attend.
  • the representation of bodies corporate at meetings (s.185) - regulation 74
  • the renewal of a share certificate where defaced, lost or destroyed - (s.99(6)) regulation 9
  • the signing, drawing of negotiable instruments and receipts to be done in such manner as the directors by resolution determine - (S.164) regulation 88.