Change of Company Name under new Companies Act 2014

The Companies Act 2014 requires that each company type be included as part of the company name. For some types of company this will require an alteration to be made. The Act commenced on 1st June 2015. The Transition Period will run from this date for 18 months until 30th November 2016.  Private limited by shares companies incorporated under the previous companies acts can convert to LTD Company or Designated Activity Company.

All other companies are deemed to be their respective type under the new Companies Act 2014. This may require some of them to alter their name.

The postal address for N3 submissions is: The Companies Registration Office, O'Brien Road, Carlow, R93 E920.
N3

Change of Name

is a Special Resolution

+

New Constitution
List of Subscribers must be the Original Subscribers as submitted to the CRO on incorporation

Public Limited Companies

Public Limited Companies are deemed to be public limited companies under the new Companies Act by virtue of section 1018. Part 17 of the Companies Act deals with Public Limited Companies. Part 24 deals with investment companies. Public limited companies do not need to convert or alter their name.  

Private Guarantee Companies

Private guarantee companies are deemed to be Designated Activity Companies. (DAC). These companies do not need to convert to DAC status but must make an adjustment to their company names. All Designated Activity Companies, which are limited by guarantee must have the words “Designated Activity Company” or “Cuideachta Ghníomhaíochta Ainmnithe” at the end of their name unless exempted.

The words “designated activity company” may be abbreviated to “d.a.c.” or “dac” (including either such abbreviation in capitalised form) in any usage after the company’s registration by any person including the DAC. The words “cuideachta ghníomhaíochta ainmnithe” may be abbreviated to “c.g.a.” or “cga” (including either such abbreviation in capitalised form) in any usage after the company’s registration by any person including the DAC.

There is a transitional period, 18 months from Commencement Date of 1st June 2015, by which private guarantee companies which were incorporated under previous Companies Acts, can continue to not have the company type in their name.

Such companies should file form N3 to effect the name change.  If the company does not change the name of the company and submit an amended constitution using Form N3, the Registrar of Companies will change the name of the company and issue a new certificate of incorporation (unless the company already has an exemption).  Changes to the company name will affect company letterheads, stationery and signage. Any documentation submitted to the CRO after the end of the transition period (30th November 2016)  which bears the incorrect name will be refused.

Exemption to name change Companies incorporated under the previous Companies Acts which were exempted under section 24 of the Companies Act 1963 as amended, will continue to be allowed to apply the exemption regardless of the fact that the Acts have been repealed - section 971 refers. Where reference was made in the previous exemption to “limited”/”teoranta” this now applies to the requirement to display the new company type.

Format of Constitution - (memorandum and articles of association):

Schedule 8 - Private Guarantee Companies - Designated Activity Companies (DAC) limited by guarantee

Companies Limited by Guarantee (CLG)

Companies which are limited by guarantee and do not have a share capital are deemed to be Companies Limited by Guarantee (CLG) under section 1189. There is a requirement for Companies Limited by Guarantee to have the company type added to the end of the company name.  All newly incorporated Companies Limited by Guarantee will have the company type at the end of their name from 1st June 2015. (Unless exemption granted under section 1180).  “Company Limited by Guarantee” or “Cuideachta faoi theorainn Ráthaíochta” must form the end of the company name. Companies limited by guarantee are governed by Part 18 of the new Companies Act.

There is a transitional period, until 30th November 2016,  by which guarantee companies which were incorporated under previous Companies Acts, can continue to use limited/teoranta in their name.  If the company does not change the name of the company and submit an amended constitution (memorandum and articles of association) using Form N3, the Registrar of Companies will change the name of the company and issue a new certificate of incorporation at the end of the Transition Period, 30th November 2016.  Changes to the company name will affect company letterheads, stationery and signage. Any documentation submitted to the CRO after 30th November 2016 which bears the incorrect name will be refused.

Schedule 10 to the Companies Act 2014 - Format of CLG constitution

Exemption to name change Companies incorporated under the previous Companies Acts which were exempted under section 24 of the Companies Act 1963 as amended, will continue to be allowed to apply the exemption regardless of the fact that the Acts have been repealed - section 1180 refers. Where reference was made in the previous exemption to “limited”/”teoranta” this now applies to the requirement to display the new company type.

Unlimited Companies

Companies which are unlimited, whether private or public, are deemed to be Unlimited Companies by virtue of section 1246. There is a requirement for all Unlimited Companies to have the company type added to the end of the company name unless they have an exemption granted by the Minister for Jobs, Enterprise and Innovation under section 1237 of the Companies Act 2014. 

All newly incorporated Unlimited Companies will have the company type in the company name from 1st June 2015.  “Unlimited Company” or “Cuideachta Neamhtheoranta” must form the end of the company name. Unlimited companies are governed by Part 19 of the new Companies Act.  There is a transitional period, until 30th November 2016, by which unlimited companies which were incorporated under previous Companies Acts, can continue to not have the company type in their name.  If the company does not change the name of the company and submit an amended constitution using Form N3 during the Transition Period, the Registrar of Companies will change the name of the company and issue a new certificate of incorporation. Equally if the company has been granted an exemption, this should be submitted with the Form N3 to prevent an incorrect name alteration.  Changes to the company name will affect company letterheads, stationery and signage. Any documentation submitted to the CRO after the end of the transition period, 30th November 2016,  which bears the incorrect name will be refused. Annual returns with the wrong company name would have to be returned.

Under the Companies Act 2014, constitutions (memorandums and articles of association) will be in the following formats. The link is to the Irish Statute Book.

  Company Types During the Transition Period

1.     Please note that the company type can be checked on www.cro.ie by using the Company Search Facility.

2.     For a full list of company types and their status during the Transition Period - please see Company Types page.

3.     It should be noted that Private Companies which are limited by shares for the duration of the Transition Period operate as Designated Activity Companies. Such companies do not need to change their name unless they are converting to DAC status. Once the Transition Period has ended they will be converted to LTD status unless the company has already done so or changed to a different type.  

4.     Exemptions to the company name including the company type are only available to Designated Activity Companies and Companies Limited by Guarantee and only then where the company meets specific requirements. Unlimited companies can apply to the Minister.

5.     Companies which already have an exemption to include Limited at the end of the name under the current Companies Acts, do not need to apply again and the exemption will now apply to their status as a Designated Activity Company or a Company Limited by Guarantee. However if Private Limited by shares companies which have an exemption currently convert or are converted to LTD company status then the exemption is removed as the exemption can only apply to DAC/CLG companies. All LTD companies must have either “Limited” or “Teoranta” at the end of their name.

Please see Forms and Leaflets page.