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

For companies in Ireland, the process of changing a company’s status from a Private Limited by Shares (either a DAC or an LTD) to a Company Limited by Guarantee is a strategic move, governed by the Companies Act 2014. This transition involves several essential steps, all while considering the Companies Act 2014, the Companies Registration Office (CRO), and the Revenue Commissioners. Here’s a simplified view of why this transition might be necessary and the steps involved:

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

Companies may decide to switch to a Company Limited by Guarantee structure for various reasons, including a change in their mission, a desire to operate as a not-for-profit, or a need to align with certain legal requirements. This structure doesn’t have a share capital and is often associated with organizations focused on their mission rather than profit.

The Legal Framework – Companies Act 2014

The process of changing a company’s status from Private Limited by Shares to Company Limited by Guarantee 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: Start 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: Convene an Extraordinary General Meeting of the Company, or execute a Written Resolution. During this meeting or resolution, the company makes essential changes to its Constitution. This includes adopting a new Constitution that aligns with the requirements of a Company Limited by Guarantee, Not having a Share Capital (CLG). The EGM also authorizes a Director and the Company Secretary to make an application to the Registrar of Companies for re-registration.

3. Addressing Share Capital: It’s crucial to address the issue of allotted share capital. The approach varies depending on whether the allotted share capital is paid up or not. If it has been paid up, a Court Order will be required.

4. Submission to CRO: After completing the above steps, submit the relevant documents 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, issues a Certificate of Incorporation for the re-registration in digital format.

How We Can Assist

Transitioning from a Private Limited by Shares structure to a Company Limited by Guarantee 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 addressing share capital and submitting the required documents. If you have questions or need further information, our dedicated team of professionals is here to support your journey towards becoming a Company Limited by Guarantee, aligned with your mission and legal requirements.