CRO Gazette 2013

A European Directive has provided for certain requirements for publication of information in Iris Oifigiúil to be replaced by requirements to be published in an online Companies Registration Office Gazette ("CRO Gazette").

The Gazette includes the following lists in pdf format: New companies; change of name; annual returns received and registered; liquidations; foreign companies; other registered documents; strike offs; restorations. For liquidations, receiverships and examinerships please see Iris Oifigiúil.

Archived Strike-off lists 2000-2004

Companies Registration Office Gazette 2013

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 will end on 30 NOVEMBER 2016.

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

KEY POINTS

All existing Private Limited by Shares companies which have not been converted to LTD or DAC before 30 November will, pursuant to Section 55/61, Companies Act 2014, be automatically converted to LTD on 1 December, 

After 1 December, the CRO will e-mail each company automatically converted to LTD with a digital Certificate of Incorporation, 

CRO CANNOT GUARANTEE THAT DOCUMENTS RECEIVED CLOSE TO THE DEADLINE OF 30 NOVEMBER WILL BE REGISTERED BEFORE 30 NOVEMBER AND COMPANIES FILING N2 FORMS CLOSE TO THE DEADLINE ARE RUNNING THE RISK OF BEING AUTOMATICALLY CONVERTED TO AN LTD ON 1 DECEMBER. 

Therefore, companies wishing to be converted to a DAC must deliver their N2 form to the CRO IMMEDIATELY. 

CRO is no longer sending back conversion documents for correction – instead an e-mail is sent to the presenter setting out the corrections required, and replacement documents should be returned to the CRO, fully correct, before Friday, 25 November. If the replacement documents are not received by this date, CRO cannot guarantee registration of the form.

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

It is expected that by the end of the transition period on 30 November, over 30,000 N1 forms will have been filed with the CRO. As nearly 15,000 of these were received in the last three months, CRO may not be in a position to register all the N1 forms on hand before the conversion deadline of 30 November.

Any company whose N1 has not been processed by 30 November will be automatically converted to the new LTD company type by the CRO on 1 December in accordance with Section55/61, Companies Act 2014, and a digital Certificate will be e-mailed to the company’s e-mail address.

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 time to complete, companies are asked to bear with us as we process the thousands of submissions on hand. 

N2 FORMS - CONVERSION TO DAC

Companies intending to convert to the Designated Activity Company type (DAC) should, in accordance with Chapter 6, Part 2, CA 2014, file an N2 form and accompanying documents with the CRO IMMEDIATELY. CRO is planning to register all CORRECTLY COMPLETED N2 forms before 30 November and convert the applicant companies to DACs. However, companies which delay in the submission of the application may be automatically converted to the LTD model on 1 December as the CRO may not have had time to register the form.

Please send the documentation promptly to ensure conversion to the correct company type for your company.

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)

CRO is planning to register all CORRECTLY COMPLETED N3 forms received before 30 November and change the company name to include the suffix.

Companies which did not change their name during the transition period will have the change applied by the CRO on 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.

For more information see Change of Company Name Requirement.

PROCEDURE FOR DEALING WITH CONVERSION FORMS REQUIRING CORRECTION

Section 898, CA2014, provides that on receipt of a non-complying document, the Registrar may, at her discretion, return the document for correction and re-submission within 14 days.

However, as 30 November is the end of the transition period and an absolute legal deadline for companies to convert, from 16 November on it will not be possible to provide the full 14-day turnaround time for conversion documents to be corrected and re-submitted. In the case of an application to convert to a DAC, this could result in the re-submitted documents being received in the CRO after 30 November which would be too late to prevent the company from being automatically converted to an LTD on 1 December.

From now on, CRO will not be sending back the actual documents if they contain an error – instead the presenter will be sent an e-mail/ letter notifying them of the error and they should re-submit fully correct replacement documents to the CRO before Friday 25 November. If the replacement documents are not received by this date, CRO cannot guarantee registration of the form.

The onus is on the company or presenter to ensure that all conversion applications and associated documents comply with the requirements of the Companies Act 2014. For the Constitution requirements please refer to:

Section 19 for N1/LTDs, Section 967 for N2/DACs, Section 1176 for CLGs and Section 1233 for ULCs.

The template formats for Constitutions are set out in the Schedules to the Companies Act 2014
 

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 on 1st December 2016, as provided for in Section 55/61(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 on 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 BEFORE AND AFTER 30 NOVEMBER

A company may be re-registered in advance of the expiry of the transition period.

Companies wishing to be converted to a DAC before 30 November who passed the relevant resolution before 31 August may avail of the conversion option by delivering their N2 form to the CRO immediately.

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 : Need-to-Convert webpage, End-of-Transition-Period webpage and Information Leaflet 31.

If you require clarification in relation to conversion matters, please send an e-mail to conversions@djei.ie  
 

Digital certificates for Conversion and Change of Name applications

From 16 November, CRO will commence issuing digital Certificates of Incorporation to companies who have filed N1, N2 and N3 forms to convert to a new company type or change their name under the transition provisions in the Companies Act 2014.

These Digital Certificates will replace paper Certificates where an e-mail address has been provided by the presenter on an N form filed with the CRO. This will facilitate same day receipt of the digital certificate by the presenter as they are e-mailed to customers as a PDF attachment after 6pm on the date of registration.

Format of Digital Certificate

The format of the Certificate will not change and the Digital Certificates will contain all of the information currently displayed in the paper Certificates. The signature of the officer registering the trading name on behalf of the Registrar will appear on the Digital Certificate.

The Digital Certificates contain the following security features:-

The PDF document will contain a coloured banner at the top of the screen to confirm that it has been digitally signed as certified by the CRO. This provides an assurance to the recipient that the document is authentic, has not been tampered with and has been independently verified as sourced in CRO. The digitally certified document is the electronic equivalent of adding a notarised, ink signature. A representation of these features is detailed below:-

 

Procedure for Certification

  • When completing a paper form or e-filing on CORE, presenters should ensure that the e-mail address in the field “Presenter Details” is correct as this is the address to which the digital certificate will be e-mailed.
  • Following registration, the presenter will receive an e-mail with the heading “ Conversion Certificate for Company xxxxxx” or "Change of Name Certificate for Company No. xxxxxx"
  •  This e-mail will contain the Digital Certificate as a PDF attachment
  • This is the Certificate of Conversion or Change of Name for the company - please ensure that you save it accordingly as it is an important legal document and no paper certificate will be issued

Presenters can provide these digital certificates directly to third parties such as by email as required.

Please note than if you can see on CORE that your N form has been registered but you haven't received an e-mail with the digital certificate attached, you should first check you spam and junk mail folders before contacting the CRO. Also, please note that the digital certificates will issue after 6pm on the date the document was registered.

Ending of paper certificates after 30 November:

Up to 30 November, CRO will issue a paper certificate of conversion or change of name where no e-mail address has been supplied by the presenter on the N1, N2 or N3 form. However from 1 December, all certificates of incorporation issued by the CRO as part of the automatic conversion / change of name process will be digital certificates and no paper certificates will issue after that date.

After 1 December, companies that have not been converted to either a DAC or an LTD Companies during the transition period will, as provided for in the Companies Act 2014, be automatically converted to an LTD on 1 December 2016, and 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.

If you wish your digital Certificate of Incorporation to issue to a particular e-mail address after 1 December, 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.

Companies that have enterprise level e-mail are advised to "whitelist" @cro.ie domains in order to ensure these e-mails are not blocked.

For more information, visit Conversion/End of Transition Period

 

 

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