END OF TRANSITION PERIOD – 30 NOVEMBER 2016


Under the 2014 Companies Act, all existing private companies limited by shares have had the option of converting to one of the two new company types (LTD or DAC) during a transition period which ended on 30 NOVEMBER 2016.

COMPANIES AND PRESENTERS ARE REQUESTED TO TAKE CAREFUL NOTE OF THE FOLLOWING:

***KEY POINTS***    

  • After 1 December, the CRO will e-mail each company automatically converted to LTD with a digital Certificate of Incorporation      
  • After 30 November, companies can still re-register to a new company type, change their name or adopt a new Constitution by filing the relevant documents with the CRO. 

N1 FORMS - CONVERSION TO LTD

The CRO will complete the processing of the Constitutions and G1 forms filed with any unregistered N1 forms as soon as possible after 1 December but as this could take until some days to complete, companies are asked to bear with us as we process the thousands of submissions on hand. 

N3 FORMS - COMPANIES APPLYING SUFFIX REQUIREMENT

Companies Limited by Guarantee, Designated Activity Companies Limited by Guarantee and Unlimited Companies are required to have the company type suffix included as part of their name (unless they have a licence/exemption) , ie

  • DAC – Designated Activity Company limited by shares or by guarantee (these are private limited companies but with specified objects)
  • PUC – Public Unlimited Company
  • PULC – Public Unlimited Company with no share capital
  • ULC – Private Unlimited Company
  • CLG – Company Limited by Guarantee (these are public guarantee companies)

Companies which did not change their name during the transition period will have the change applied by the CRO after 1 December 2016. A new digital Certificate of Incorporation will be issued by the CRO to the e-mail address(es) held on CRO’s records for that company.

DIGITAL CERTIFICATES FOR AUTOMATIC CONVERSION & CHANGE OF NAME

Digital certificates for automatic conversions to LTD:
Private limited by shares companies that have not been converted to either a DAC or an LTD during the transition period will be automatically converted to an LTD by the CRO after 1st December 2016, as provided for in Section 61(2), Part 2, Companies Act 2014. A new digital Certificate of Incorporation will issue for 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 will have the change applied by the CRO after 1 December 2016. A new digital Certificate of Incorporation will be issued by the CRO to the e-mail address(es) held on CRO’s records for that company.

E-mail address to which new digital certificate will issue:
The digital Certificate of Incorporation (where required) will issue to the e-mail address(es) held on CRO’s records for that company. If you wish your digital Certificate to issue to a particular e-mail address, please log onto CORE and in “My Work Space”, click on the “Notify/Verify Company Email” button at bottom right hand corner and enter the required information. For more information, visit End-of-Transition-Period webpage.

LICENCED / EXEMPT COMPANIES

If a company (CLG/DAC) is currently exempted under previous legislation from using the word “Limited” at end of its name, (a licenced company), this exemption will, under the Companies Act 2014, continue after the end of the transition period and the company will not have the suffix added to their name after 1 December. Such companies will 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 will LOSE that exemption when the automatic conversion is 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. 

RE-REGISTRATION AFTER 30 NOVEMBER

Companies wishing to become a DAC who passed the relevant resolution AFTER 31 August must go the re-registration route and deliver a Form D20, Special Resolution, new Constitution and filing fee of €60 to the CRO for re-registration without delay (see CRO Information Leaflet No 35 for more information).

A company may also be re-registered as a DAC following automatic conversion to an LTD company. Any application for re-registration not registered in advance of the automatic conversion will be re-registered following conversion and a Certificate issued. 
 

RE-REGISTRATION, CHANGE OF NAME, ADOPTION OF NEW CONSTITUTION AFTER 30 NOVEMBER

After the transition period ends on 30 November, companies will continue to be able 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, Special Resolution, amended Constitution and fee of €50 if filed on line/€100 on paper and
(c) adopt a new Constitution by filing a G1 and Special Resolution which is free if filed online/€30 on paper. 
   

RESTORATIONS AFTER 30 NOVEMBER

From 1st December 2016, where a company is being restored 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.

MORE INFORMATION & HOW TO CONTACT CRO ABOUT CONVERSIONS

For more information, see CRO Website : End-of-Transition-Period webpage. If you require clarification in relation to conversion matters, please send an e-mail to conversions@djei.ie