Ireland · The DAC, the guarantee company, unlimited companies and re-registration
Re-registration: the general procedure, applications to cancel and the requirements for each type
the Companies Act 2014 · sections 1285 to 1287, 1290 to 1293, 1296, 1297 and 1299
Where the problem is
Re-registration is a two-stage exercise and the second stage can be interrupted. If an application is made under section 1287, the PLC must forthwith give notice of that fact to the Registrar, and must then act within the period and in the manner section 1287(4)(b) requires. A company that treats the special resolution as the end of the process may find the resolution cancelled after it has begun to act on it.
Re-registration as a PLC carries substantive conditions, not only procedural ones. A company may be re-registered as a PLC only if, in addition to complying with the relevant Chapter 2 requirements, it satisfies the further conditions section 1291(1) sets. A company may not be re-registered as a PLC unless, at the time the special resolution is passed, the position described in section 1292(1) holds, subject to section 1292(2). Where section 1293 applies, the company may not apply for re-registration unless it has first done what section 1293(2) requires.
What the Companies Act 2014 requires
Sections 1285 to 1287 set the general procedure for re-registration, the special resolution required and the right of a dissenting minority to apply to court to cancel it. The procedure applies across the types, so the same sections carry a change from an LTD to a DAC and a change from a private company to a PLC.
Sections 1290 to 1293, 1296, 1297 and 1299 set the special requirements for re-registration as each type. These include the capital, net asset and valuation conditions that attach to becoming a PLC, and the different conditions that attach to becoming an unlimited company or a company limited by guarantee. The type a company becomes decides which Part of the Act governs it from that point, so the consequences run well beyond the certificate.
The tool that solves it
Files 165 and 166 of the IE-COMPANY package cover this situation. File 165 works through the general procedure, the special resolution, any application to cancel and the notices to the Registrar with their dates. File 166 works through the special requirements for the particular type the company is becoming, and asks for the valuation, capital and net asset evidence each of those requirements calls for.
This situation is covered by these files from the pack IE-COMPANY
- File 165 · Re-registration: the general procedure and applications to cancel the resolution
- File 166 · Special requirements for re-registration as each type of company
Files for this situation
Free · this situation only
The working files named above cover this situation. You take them from your free ComplianceSME account when this situation arises, and you come back to the site for the next situation.
You take the starter pack first: PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that the other files require. The situations open in your account once you have taken the starter pack.
Take the files for this situationThe free system
Free · with a free account
The ComplianceSME system for the Companies Act 2014 is free. It needs a free ComplianceSME account. It is engineered for Claude and runs in a dedicated Claude account. It holds 215 working files. You take the starter pack first, and after that the files for one situation at a time, as each situation arises.
The starter pack holds PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that every other working file requires. Print PRINT_ME_FIRST.pdf and read it before any other file.
The system is engineered for Claude and runs in a dedicated Claude account. Upload the files, type START, and the system asks you one question at a time until it has built your documentation, citing the section at every point.
Take the starter packComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership
- Forming a public limited company and the trading certificate
- PLC share issues, payment and non-cash consideration
- Disclosing an interest in a PLC's shares
- A PLC acquiring its own shares and making a distribution
- The PLC board, serious loss of capital and other PLC requirements
- A merger involving a public limited company
- A division involving a public limited company
- The traded PLC: general meetings and shareholder rights
- Shareholder identification, intermediaries, institutional investors and proxy advisors
- Remuneration policy, related party transactions and the corporate governance statement
- External companies: registering an Irish branch
- Registering an existing body or joint stock company as a company
- Public offers of securities and the minimum subscription
- Investment companies, umbrella funds and migration
- Foreign insolvency judgments, partnership size limits and signing by credit institutions
- Reports on payments to governments
- The statutory audit regime and public-interest entities
- Sustainability reporting and its assurance
- Schedule 3: the balance sheet and profit and loss formats
- Schedule 3: accounting principles, historical cost and fair value
- Schedule 3: the notes to the accounts
- Schedule 4: consolidating the group financial statements
- The small companies regime: Schedules 3A and 4A
- The micro companies regime: Schedule 3B