Reregistration from a Company Limited by Guarantee to a Private Limited by Shares

For companies in Ireland, changing a company’s status from a Company Limited by Guarantee to a Private Limited by Shares (either a DAC or an LTD) can be a strategic decision. This transformation, governed by Part 20 of the Companies Act 2014, entails several steps that require careful consideration. Here’s a simplified view of why this transition might be necessary and the steps involved, all while considering the Companies Act 2014, the Companies Registration Office (CRO), and the Revenue Commissioners:

Why Transition from Company Limited by Guarantee to Private Limited by Shares?

Companies may find themselves in situations where they need to restructure their company. Transitioning to a Private Limited by Shares entity, be it a DAC or an LTD, offers greater flexibility and the potential to attract investment through shares.

The Legal Framework – Companies Act 2014

The process of changing a company’s status from a Company Limited by Guarantee to a Private Limited by Shares is regulated by Part 20 of the Companies Act 2014. This legal framework outlines the steps and requirements for this transition.

Steps for Transition
1. Board of Directors Meeting: Begin with a meeting of the Board of Directors. During this meeting, the board discusses the conversion and prepares to call an Extraordinary General Meeting (EGM) of the Members to pass the necessary resolutions. Alternatively, these resolutions can be passed in writing.

2. EGM or Written Resolution: An Extraordinary General Meeting of the Company is convened, or a Written Resolution is executed. During this meeting or resolution, the company makes the necessary alterations to its Constitution. This includes adopting a new Constitution that aligns with the requirements of a Private Limited by Shares entity, whether a DAC or an LTD. Additionally, the EGM authorizes a Director and the Company Secretary to make an application to the Registrar of Companies for re-registration.

3. Submission of Share Information: The company is required to submit a statement of initial shareholdings and a statement of share capital. This information provides details about the company’s ownership structure and capitalization.

4. Submission to the Companies Registration Office (CRO): After completing the above steps, the relevant documents are submitted to the Companies Registration Office (CRO). This submission should occur within 15 days of passing the Special Resolutions.

5. CRO Processing: The CRO reviews the submission, and upon approval, they issue a Certificate of Incorporation for the re-registration in digital format.

How We Can Assist

Transitioning from a Company Limited by Guarantee to a Private Limited by Shares structure is a complex process that requires careful adherence to legal and financial requirements. We specialize in assisting companies with the legal and administrative aspects of this transition.

Our comprehensive service ensures that all legal and regulatory requirements are met, as stipulated by the Companies Act 2014, the Companies Registration Office (CRO), and the Revenue Commissioners. We understand that for companies, a seamless, stress-free process is essential.

We offer a tailored package that covers all the necessary procedures, from adjusting the company’s Constitution to submitting the required share information. If you have questions or need further information, our dedicated team of professionals is here to support your journey towards becoming a Private Limited by Shares company, providing flexibility and opportunities for growth.