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Company conversions - Keys dates to remember for 2016

26 May 2016

Requirements under the Companies Act 2014

The Companies Act 2014 was commenced on June 1st 2015.  It consolidates the existing Companies Acts 1963-2013 into a logical legal code with the most common company type (private limited by shares) placed at the centre.  These companies, which account for 85% of all companies on the register (approximately 160,000 companies), will have to opt to convert to one of two new company types during the transition period which ends on 30th NOVEMBER 2016.  There is no charge for this process.

Two new company types:

• Limited (LTD): Simplified company structure which operates under a one document constitution (no objects) and it may have only one company director and convene through written AGMs.

• Designated Activity Company (DAC):  Operates under a two document constitution (with objects).

Companies wishing to be converted to a DAC must, under the Act, pass an ordinary resolution to convert by 31 AUGUST 2016 and should follow up by filing a Form N2 and amended Constitution with the CRO as soon as possible thereafter.

Companies wishing to convert to an LTD and adopt a new Constitution should do so as soon as possible (using the From N1) as the CRO cannot guarantee that applications received at the very end of the transition period will be processed before 30 November.

Directors of companies wishing to be converted to a new company type are requested to consider this matter at the earliest opportunity and to file your conversion applications with the CRO in good time.

Companies that have not applied to the CRO to be converted to either a DAC or an LTD by the end of the transition period will be automatically converted to an LTD by the CRO after 30th November 2016.

Please see Leaflet no. 31 which is available at www.cro.ie

NAME CHANGE REQUIREMENT

During the transition period, Guarantee companies and Unlimited Companies, whether private or public and which were incorporated under the previous companies acts, are obliged to fulfil the requirement under the Companies Act 2014 to specify their company type at the end of their name.  Until the end of the transitional period, which ends on 30th November, these companies, can continue to not include the company type at the end of their name.

If the company does not change the name of the company and submit an amended constitution using Form N3, the Registrar of Companies will change the name of the company and issue a new certificate of incorporation after the end of the transition period - 30th November 2016.

The requirement for these companies to alter their name is being facilitated by the free submission of Form N3 to enable the name change required. This can be done once (and only once) by any company where there is a requirement for the name change under the Act.

Changes to the company name will affect company letterheads, stationery and signage. Any documentation submitted to the CRO after the end of the transition period which bears the incorrect name will be refused.

Companies incorporated under the previous Companies Acts which were exempted under section 24 of the Companies Act 1963 as amended, will continue to be allowed to apply the exemption.

Please see Leaflet No. 33 which is available at www.cro.ie for FAQs and common reasons for applications being returned