2016 Ezine Newsletter

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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 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 will 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 Section 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 weeks 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 (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 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  
 

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