The eighteen month transition period provided for in the Companies Act 2014 (the “Act”) has passed and you did nothing. So what should you do now?
You may have been surprised to have recently received a new certificate of incorporation from the Companies Registration Office and wondered why it had been sent? It is likely that the new certificate was issued at the end of the transition period provided for under the Act. At the end of that defined period of time, all private limited companies that had not previously elected to become a designated activity company or a private limited company under the Act, were deemed to have converted to private limited companies.
How has this affected my company?
If you failed to take any positive action prior to the end of the transition period, your existing memorandum and articles of association will have been deemed to have been merged with the objects clause deleted. This means that your new deemed constitution may be out of date as it is likely that it refers to legislation that is no longer relevant or in force.
What do I need to do?
Any company that has automatically converted would be advised to update its constitution to bring it in line with the Act. This will make it easier to interpret and avoid any confusion that may arise from conflicting provisions. It also presents an opportunity to give wider consideration to the constitution and any existing shareholders' agreement that is in place to ensure that it is fit for current purposes.