Conversion under Companies Act 2014


The Companies Act  2014 introduced name changes to a number of company types. It also sets out a “conversion” process required for all existing private companies limited by shares (EPCs) into one of two new company types.  This “conversion” procedure affects approximately 85% of Irish registered companies which were registered under the old Acts as Private Companies (Limited by Shares). The new Companies Act doesn’t just consolidate all the Companies Acts from 1963 to 2013, it also introduces two new company models, one of which (the LTD company) is a much simplified company type. 

All companies currently registered as the “Private Limited by Shares” company type must choose to convert to one of these two new company types - LTD (Private company limited by shares), or  DAC (Designated Activity Company).  Guarantee companies and unlimited companies will be required to change their names under the new Act.

No fees will be charged for companies undergoing the Conversion process or meeting the name requirements under the new Act. The relevant conversion documents may be filed for free.

Please see Leaflet no. 31 on conversions 

                       

Features of the new Company Models - LTD and DAC - existing private companies cannot avail of the features of the LTD company without having been converted first

New LTD Company Model  Designated Activity Company Model
It may have just one director but it must have a separate secretary if it has only one director. It must have at least two directors.
It can have between 1 and 149 members. It can have between 1 and 149 members.
It does not need to hold an AGM. It is required to hold an AGM where there are 2 or more members.
It has a one-document constitution which replaces the need for a memorandum and articles of association.  It will not have an objects clause because it has full unlimited capacity to carry on any legal business, subject to any restrictions in other legislation. It has a constitution document which includes a memorandum and articles of association. It has stated objects for which the company was incorporated.
It can claim eligibility for audit exemption (and dormant company audit exemption). It can claim eligibility for audit exemption and dormant company audit exemption.
It has limited liability and has a share capital. It is a Private company. It is a Private company and has limited liability. It has a share capital or is a private company limited by guarantee with a share capital.
It can pass majority written resolutions (special and ordinary). It can pass majority written resolutions.
Name must end in “Limited” or “Teoranta Name must end in “Designated Activity Company” or “Cuideachta Ghníomhaíochta Ainmnithe” unless qualified for an exemption.

 Important: Please Note

  • Existing private companies (limited by shares) - EPCs - on the register do not automatically become LTD companies on commencement date (1st June 2015). They operate under DAC legislation for the duration of the Transition Period.
  • EPCs do not have to change their name during the Transition Period.
  • EPC cannot avail of the features of the LTD company without having been converted first.

The postal address for submissions on conversions is: The Companies Registration Office, O'Brien Road, Carlow.

Frequently Asked Questions
The Companies Act 2014 commenced on 1st June 2015. This Act replaces the Companies Acts 1963-2013 and only the new procedures should be followed from now on. The Act is a consolidation of the previous legislation with some new reform elements, several of which are introduced to ease the burden on businesses.

Am I obliged to change the company type and convert?
No. If, however, at the end of the transition period, 30th November 2016, conversion has not been effected, the Registrar of Companies will enforce the change and convert the company. However where a private company limited by shares (EPC) wishes to be a Designated Activity Company limited by shares, they must initiate the procedure or else 18 months after the commencement of the new Act, such companies which were incorporated under the previous Companies Acts, are automatically converted to the LTD company type. Please see timeframe set out below.

Timeframe for Conversion

Commencement Date

(1st June 2015)

New Act commences. Newly incorporated companies will be registered as one of the relevant new company types - LTD, DAC, CLG, PLC, PUC, PULC, ULC.

All existing Private companies limited by shares (EPCs) operate under Part 16 of the Act dealing with Designated Activity Companies until the end of the Transition Period only. 

 15 months later

31st August 2016

Final date for companies who wish to convert by re-registration to Designated Activity Company (DAC) to initiate procedure.

Thereafter may only re-register following procedure under Part 20 or following a section 57 Companies Act 2014 court order.

 18 months later

30th November 2016

Transition Period ends. Private limited by shares companies incorporated
under old Acts which have not availed of the opportunity to convert will automatically be converted.

The CRO will give effect to the deeming provisions under section 61 Companies Act 2014. They are automatically converted to LTD company model.