Change Company Name
A company may, by special resolution and with the approval of the Registrar of Companies signified in writing, change its name.
Registering a Change of Company Name
To register a change of name the presenter should submit a Form G1Q together with an amended copy of the constitution and the approved filing fee. A form G1Q can be completed online using www.core.ie and is cheaper than completing a paper copy (€50 compared to €100). A copy of the Form G1Q can also be downloaded from the site.
The change of name is subject to approval by the registrar of companies in accordance with section 30 Companies Act 2014. The onus for checking the suitability of a name lies with the presenter. Applicants are advised to check that the name proposed is not similar to one already registered by checking the register of companies using the Company Search Facility.
On registration, a certificate of change of name will be issued by the CRO. The new name may not be used by the company until this certificate has been issued. The change of name is effective from the date on the certificate.
The Registrar of Companies may withhold her consent to the name change if the name is in her opinion undesirable (e.g. too like the name of a company that is already on the register).
Link to Forms Page Link to Fees Page
Digital Certificates of Change of Company Name – Commencement date Thursday 8 June 2017
Certificates of Change of a Company Name and Re-Registration of a Company Type will be issued as “digitally certified”documents commencing Thursday 8 June 2017. These Digital Certificates will replace the paper Certificates currently in use which are posted out to presenters. They will be emailed as a pdf document to the email address entered in the “Company email address” section of the G1Q form and D20 form following registration. Presenters can provide these digital certificates directly to third parties such as banks and other financial institutions by email as required.
Display of company name
A company is required to paint or affix its name in a conspicuous place, in legible letters, on the outside of every office or place in which its business is carried on. A company is further required to have its name mentioned in legible characters in all business letters of the company and in all cheques, invoices and receipts of the company. A fine may be imposed on the company and on any officer in default for breach of the foregoing. If an officer of a company issues or authorises the issue of any business letter of the company or signs a cheque or order for goods, and the name of the company is not mentioned in legible characters, that officer is liable to be fined and will also be personally liable unless the amount due on foot of the cheque or order for goods is paid by the company.
The following particulars must be shown on all business letters:
The following additional particulars must be shown on letters and order forms (this does not apply to unlimited companies):
Every company must have its name engraved in legible characters on its seal. The company secretary is frequently given responsibility in practice for the safekeeping of the company's seal.
This exemption applies only apply to Designated Activity Companies, Companies Limited by Guarantee and to Unlimited Companies and only in specific circumstances.
Designated Activity Companies/Companies Limited by Guarantee
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:
◾i) require its profits (if any) or other income to be applied to the promotion of its objects,
◾ii) prohibit the payment of dividends to its members, and
◾iii) require all the assets which would otherwise be available to its members to be transferred on its winding up to another company whose objects comply with paragraph (a) and which meets the requirements of this paragraph, and
(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 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:
◾Form G5 (declaration of compliance)
◾A clear copy of the amended constitution.
◾As the company is changing its name to delete the company type, the company should file Form G1 in relation to the amendment of the constitution of the company and Form G1Q in relation to the change of name.
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 G1Q (change of name). Section 1237 Companies Act 2014. The letter of exemption, from the Minister for Jobs Enterprise and Innovation, should be submitted together with the Form G1Q.
Copyright 2017 Public Office Address: Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 1. Phone: +(353 1) 8045200
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