Under the new Companies Act 2014, this exemption applies only apply to Designated Activity Companies, Companies Limited by Guarantee and to Unlimited Companies and only in specific circumstances.
Under sections 971/1180 Companies Act 2014, a designated activity company limited by shares/guarantee or company limited by guarantee not having a share capital may claim an exemption from the provisions of the Companies Act relating to the use of the words "Designated Activity Company" or "Cuideachta Ghníomhaíochta Ainmnithe" or “Company Limited by Guarantee” or “Cuideachta faoi theorainn Ráthaíochta” as part of its name and the publishing of its name, while enjoying all the privileges and being subject to all the obligations of limited companies.
A company is entitled to the exemption where:
(a) its objects are the promotion of commerce, art, science, education, religion, charity or any other prescribed object, and
(b) its constitution:
(c) a director or secretary of the company (or, in the case of an association about to be formed as a limited company, one of the persons who are to be the first directors or the person who is to be the first secretary of the company) has delivered to the Registrar of Companies a statement in the prescribed form that the company complies or, where applicable, will comply with the requirements of paragraphs (a) and (b) above.
See leaflet 24 for more information. The Registrar will refuse to register as a DAC limited by shares or by guarantee, any association about to be formed as a limited company by a name which does not include the word “Designated Activity Company” or "Cuideachta Ghníomaíochta Ainmnithe" unless a statement pursuant to (c) above has been delivered.
The Registrar will refuse to register as a CLG, Company Limited by Guarantee, any association about to be formed as a limited company by a name which does not include the word “Company Limited by Guarantee” or “Cuideachta faoi theorainn Ráthaíochta” unless a statement pursuant to (c) above has been delivered.
Section 971(4)/1180(4) provides that a company which was exempt, pursuant to section 24(1) Companies Act 1963 (as amended), from including the company type in its name is prohibited from altering its constitution so that it ceases to comply with the requirements of section 971(1)/1180(1).
Section 971(5)/1180(5) provides that if it comes to the Registrar's attention that a company which has claimed the exemption from using the company type has carried on any business other than the promotion of any of its objects, or has applied any of its profits or other income otherwise than in promoting such objects, or has paid a dividend to any of its members, the Registrar may in writing direct the company to change its name within such period as may be specified in the direction so that its name ends with the relevant company type and the change of name shall be made by the company in accordance with section 30 Companies Act 2014.
A person who provides incorrect, false or misleading information in the statement furnished pursuant to section 971(1)(c)/1180(1)(c), or alters its constitution in contravention of section 971(4)/1180(4), or fails to comply with a direction from the Registrar under section 971(5)/1180(5), shall be guilty of a category 3 offence, prosecutable in the District Court by the Registrar.
A reduced rate of tax may apply in the case of a company which is precluded by its constitution from distribution of any part of its profits among its members. This is a matter for decision by Revenue, which may be contacted at the Charities Section, Revenue Commissioners, Government Offices, Nenagh, Co. Tipperary (tel 067 63400, lo call 1890 666 333). Please note that if a company wishing to avail of the section 30 exemption also intends to seek charitable status from Revenue, the main object of the company must be charitable and a specific clause must also be inserted in its memorandum of association.
Applicants should furnish the following documents, all of which must be filed together, to the CRO in respect of a company which is applying for incorporation:
Applicants in respect of a company that is already formed, i.e. which has already registered a constitution with the CRO and obtained a certificate of incorporation, should furnish to the CRO the following documents, all of which must be filed together:
(Where a company is instead completing the procedures required by the new Act for conversion or meeting the change of name requirements, Form N2 or N3 would be submitted).
The forms, and associated fees, can be downloaded from www.cro.ie. It is not the function of the Registrar of Companies to ensure that the constitution of a company is framed so as to express the intentions of the members/proposed members.
If special circumstances exist which render it, in the opinion of the Minister for Jobs Enterprise and Innovation, expedient that an exemption from the name type requirement should be granted, the letter of exemption should accompany the Form A1 (incorporation) or G1Q (change of name). Section 1237 Companies Act 2014.
Existing unlimited companies, during the Transition Period, can apply for an exemption from the Minister for Jobs Enterprise and Innovation. This exemption would be submitted to the CRO together with the Form N3.
Copyright 2016 Public Office Address: Companies Registration Office, Parnell House, 14 Parnell Square, Dublin 1, Eircode: D01 E6W8. DX Number: 145001. Phone: +(353 1) 8045200
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