Reliefs available to Members and Creditors

Conversion to LTD company status

Section 62 of the Companies Act 2014 allows for relief where any member considers that his/her rights or obligations have been prejudiced by the conversion or non-conversion of the company, they may apply to the High Court for an order under section 212 Companies Act 2014. They must demonstrate that where section 59 (special resolution) was not used for the conversion, the directors did not comply with the section 60 requirements to draft the new constitution.

Creditors who hold 15% of the company’s debentures can be an applicant where the conversion to LTD company model has prejudiced any interest they may have but only where there a legal or equitable right to that interest.  

Conversion to DAC company status

Under section 57 Companies Act 2014, where a company failed to convert to a Designated Activity Company (DAC), certain people may apply to the High Court for an order directing that it should re-register as a DAC.

The people who may apply are:

  • one or more members of the company who hold, or together hold, not less than 15 per cent in nominal value of the company’s issued share capital or any class thereof; or 
  • one or more creditors of the company who hold, or together hold, not less than 15 per cent of the company’s debentures entitling the holders to object to alterations of its objects.


Companies can always re-register from one type to another using Part 20 of the Companies Act 2014. So where a company failed to re-register under Part 2, it can convert to DAC from LTD company using the re-registration available under Part 20 of the Act. This re-registration has filing fees whereas the conversion process has no filing fee.

Under Section 61 of the Companies Act 2014, if the private company has failed to convert by end of Transition Period, 30th November 2016, the Registrar of Companies will give effect to the deeming provisions and issue a new certificate of incorporation to the company. The memorandum and articles of association of the company will then exist as a constitution and the constitution will comprise the existing memorandum, other than the provisions that contains its objects or provide for, or prohibit, the alteration of all or any the provisions of its memorandum or articles and the provisions of its existing articles.

Re-registration is where a company changes from one type to another. Under the new Companies Act, it is possible to change from any type to the other eg. Limited to Unlimited, from Private to Public or from limited by shares to limited by guarantee or vice versa. In re-registrations to another company type, Form D20 must be submitted under section 1285 of the Companies Act 2014. There are additional requirements depending on the type of re-registration being initiated. Please see link to Forms CRO

Changes, such as from limited to unlimited or from a company without shares to a company with shares, may require the assent of members to the change and the disclosure of ownership. Form D20 is completed regardless of the re-registration type being sought and the new constitution of the company is submitted together with the resolution/court order as the case may be.