Following the commencement of the Companies Act 2014 on 1 June this year, the Companies Registration Office (CRO) has been accepting filings of new company constitutions for the purposes of converting existing private companies limited by shares to the new model private company limited by shares (LTD) or a designated activity company (DAC).
The CRO has indicated that, when filing a new constitution to convert a company into a LTD or a DAC, a copy of the original signed subscriber page from the existing memorandum of association of the company must be attached to the back page of the new constitution.
In addition, when filing a new constitution converting a company into a DAC, the only amendments that can be made to the existing memorandum and articles of association of the company are an update of the citation at the top of the first page of both the memorandum and articles of association to the Companies Act 2014 (in place of Companies Acts 1963-2013) and a change to the company name to include the words ‘Designated Activity Company’ or the Irish language equivalent.
If a company wishes to make any additional changes to its constitutional documents on converting to a DAC, it will be necessary to file the updated constitution separately with a Form G1 after the CRO has completed the conversion of the company to a DAC.
It should be noted that a company does not convert into a LTD or a DAC until the constitution has actually been registered by the CRO.