The deadline for converting to a Designated Activity Company (DAC) has passed (31^st August 2016).

The deadline for converting to a private limited company is the 30^th November 2016.

Since the introduction of the Companies Act 2014, I find I am being asked two questions regularly:

1. What happens if I do not convert and
2. Would you recommend automatic conversion?

The answer to question 1 is: -

If at the end of the transition period, 30^th November 2016, a company has not converted, then the Registrar of Companies will enforce the change and will automatically convert a company to the new form private limited company. A new certificate of incorporation will then be issued automatically.

The answer to question 2 is: -

 Automatic conversion is not recommended for the following reasons:

• It may impact the companies dealings with banks, potential investors, enterprise boards and any other third parties.

• A company can only avail of having one Director if the company has converted to a private company limited by shares.

• There may be conflicts between existing Memorandum and Articles of Association as lodged in the public records and provisions under the new Companies Act 2014.

• Members will be able to seek remedy in the courts under legislation if they feel their rights as members have been prejudiced by reason of the company taking no action.

• The company may be deemed to have a corporate form and constitution that doesn’t suit their requirements.

The CRO is encouraging companies to file their conversion applications with the CRO by the end of October at the latest, in order to allow time for the conversions to be processed before 30^th November.

Please note that there are no plans on the part of the CRO or the Department to extend the absolute deadline of the 30^th of November 2016 for receipt of conversion applications.

OTHER NEWS FROM THE COMPANIES REGISTRATION OFFICE

• All Certificates of Incorporation of company names, since last month, will be issued as digitally certified documents from September 2016 onwards. Paper certificates will no longer be posted out to presenters. The presenter will receive a PDF document that contains a coloured banner at the top of the screen to confirm that it has been digitally signed as certified by the CRO

• Mandatory e-filing of certain submissions to be introduced by the CRO from the 1^st June 2017 onwards.  These forms include:
  • B1 Form – Annual Return (including financial statements and electronic payment)
  • B2 Form – Change of registered office
  • B10 Form – Change of director and/or secretary or in their particulars
  • B73 Form – Nomination of new annual return date

• After the conversion deadline dates have passed, companies can always re-register from one type of company to another type, however the CRO will impose filing fees

HOW CAN QUINTAS HELP?

Quintas can assist companies in the conversion from EPCs (existing private companies) to LTDs (private companies limited by shares) between now and the 30^th November 2016.  Should you have any questions on conversions/re-registrations after the deadline date please feel free to call me, Yvonne Barry on 021-4641400 or email me at yvonne.barry@quintas.ie