Reregistration from a Private Limited by Shares to Unlimited

For companies in Ireland, the process of changing the company’s status from a Private Limited by Shares (be it a DAC or an LTD) to an Unlimited Company can be a significant strategic move. This transformation, governed by Part 20 of the Companies Act 2014, is designed to provide more flexibility to businesses. Here’s a simplified overview of why this transition might be necessary and the steps involved, all while considering the Companies Act 2014, the Companies Registration Office (CRO):

Why Transition from Private Limited by Shares to Unlimited?

Companies might find themselves in a situation where they need more flexibility in their business structure. This transition allows the company to shed the constraints of being a private limited entity and opt for the more versatile form of an unlimited company.

The Legal Framework

The process of changing a company’s status from a private limited entity to an unlimited company 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 by holding a meeting of the Board of Directors. During this meeting, the board discusses the re-registration and plans to convene 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: The 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 an unlimited company. Additionally, the EGM authorizes a Director and the Company Secretary to make an application to the Registrar of Companies for re-registration as an Unlimited Company.

3. Shareholder Consent: All shareholders must provide their written consent for the company to become an unlimited entity. This is crucial because it removes the protection of limited liability for them.

4. Financial Statements: A company seeking to become Unlimited must also submit Financial Statements. These statements should cover a period that ends not more than three months prior to the date of the re-registration application and must have a duration of at least 12 months. However, if the company has already submitted an annual return with financial statements to the Registrar within three months of the re-registration application date, these financial statements are not required.

5. Submission to CRO: Once all these steps are completed and the necessary Special Resolutions are passed, the relevant documents are submitted to the Companies Registration Office (CRO). This submission should occur within 15 days of passing the Special Resolutions.

6. CRO Processing: The CRO processes the submission, and upon approval, they issue a Certificate of Incorporation for the re-registration. This certificate will be provided in a digital format.

Reverting to Limited (Conditional)

It’s important to note that a company that has re-registered as an Unlimited entity can, under certain conditions, subsequently re-register as a Limited entity. This flexibility was not available before the Companies Act 2014.

How We Can Assist

Transitioning from a Private Limited by Shares to an Unlimited Company can be complex, especially when you’re running a startup. We specialize in assisting companies with the legal and administrative aspects of this transition.

Our comprehensive service covers all the necessary steps for re-registration, ensuring compliance with the Companies Act 2014 and other relevant regulations. We understand that for companies, simplicity and efficiency are paramount, and we ensure the process is as smooth and stress-free as possible.

We offer a tailored package for changing your company’s status, which covers all essential procedures. Feel free to reach out to our dedicated team of professionals if you have any questions or need further information. We’re here to support your company’s journey towards success, no matter which corporate structure you choose.