The Companies Act 2014 included a transition period, which ended on 30 NOVEMBER 2016, and which affected Private Limited Shares incorporated under the previous Companies Acts. It also affected Guarantee and Unlimited Companies. The transition period allowed for these companies to make changes to their constitutions where required.
Private limited by shares companies could either choose to convert to a private limited by shares company (LTD) under Part 2 of the Companies Act 2014 or to convert to a Designated Activity Company (DAC) limited by shares. Where no conversion was made, the Act deemed the company involved to be an LTD under the 2014 Act at the end of the Transition Period.
Guarantee and unlimited companies were required to alter their names so that the relevant suffix was included. Private guarantee companies were Designated Activity Companies under Part 16, Public Guarantee companies were Companies Limited by Guarantee under Part 18 and Unlimited Companies were registered under Part 19.
DIGITAL CERTIFICATES FOR AUTOMATIC CONVERSION & CHANGE OF NAME
Digital certificates for automatic conversions to LTD:
Private limited by shares companies that were not converted to either a DAC or an LTD during the transition period were automatically converted to an LTD (Private Limited by shares company under Part 2 of the Companies Act 2014) on 1st December 2016, as provided for in Section 61(2), Part 2, Companies Act 2014. A new digital Certificate of Incorporation has issued to each such company to the e-mail address(es) held on CRO’s records for that company.
Digital certificates for automatic change of name:
Companies which did not change their name during the transition period have had the change applied on 1 December 2016. (Guarantee and Unlimited Companies). A new digital Certificate of Incorporation has issued by the CRO to the e-mail address(es) held on CRO’s records for that company.
LICENCED / EXEMPT COMPANIES
If a company (CLG/DAC) was exempted under previous legislation from using the word “Limited” at end of its name, (a licenced company), this exemption continues, under the Companies Act 2014, and the company did not have the suffix added to their name after 1 December. Such companies did not have a new certificate of incorporation issued to them.
Any existing Private Limited by Shares company which had a licence to exclude the word “Limited” from their name LOST that exemption when the automatic conversion was applied. No company that is a LTD company can have an exemption. All LTD companies must have LIMITED or TEORANTA at the end of their name.
Since the transition period ended on 30 November, companies can continue to:
(a) re-register their company to a different company type by filing a Form D20, Special Resolution, new Constitution and filing fee of €60 (see CRO Information Leaflet No 35 for more information),
(b) change their name by filing a G1Q, amended Constitution and fee of €50 if filed on line/€100 on paper and
(c) adopt a new Constitution by filing it with a G1 - Special Resolution which is free if filed online/€30 on paper.
Since 1st December 2016, where a company is being restored to the register an extra step may be required prior to the restoration of the company.
Restoration of a Private Limited by Shares company incorporated under the previous Companies Acts and dissolved prior to the end of the Transition Period, unconverted to either an LTD or DAC limited by shares company, will result in a change in the company type to a private company limited by shares under Part 2 Companies Act 2014 (LTD company).
Restoration of a Guarantee and Unlimited company will result in a change in the company name to include the relevant suffix as required by Parts 16, 18 and 19 Companies Act 2014 which impose company name requirements on certain company types, namely private guarantee companies (Part 16), public guarantee companies (Part 18) and unlimited companies whether private or public (Part 19). The Registrar is obliged under the Companies Act 2014 to apply the company name requirement, therefore the name of the company will be altered on restoration.
All applications for restoration must include an e-mail address. Following restoration, a new digital certificate of incorporation will issue to companies via e-mail.
For more information, visit Restoration-and-Company-Type webpage.
Copyright 2018 Public Office Address: Companies Registration Office, Bloom House, Gloucester Place Lower, Dublin 1. Phone: +(353 1) 8045200
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