Reregistration from Unlimited to Private Limited by Shares

For Companies in Ireland, the process of changing a company’s status from an Unlimited Company to a Private Limited by Shares (either a DAC or a new form LTD) is a significant decision. This transformation, governed by Part 20 of the Companies Act 2014, is designed to provide more structure and limitations to a business. 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), and the Revenue Commissioners:

Why Transition from Unlimited to Private Limited by Shares?

Companies might find themselves in a situation where they need more structure in their business. Transitioning to a Private Limited by Shares provides defined limitations and structure, which can be advantageous in various business scenarios.

The Legal Framework

The process of changing a company’s status from Unlimited to 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: 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 a Private Limited by Shares entity. Additionally, the EGM authorizes a Director and the Company Secretary to make an application to the Registrar of Companies for re-registration as either a DAC or an LTD.

3. 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.

4. CRO Processing: The CRO processes the submission, and upon approval, they issue a Certificate of Incorporation for the re-registration.

How We Can Assist

Transitioning from an Unlimited Company to a Private Limited by Shares structure can be complex, especially when you’re running a company. 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.