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 and runs inside your own Claude account. It holds 215 working files, the training file, the reference file in four volumes, the regulation analysis, the final review with the gap analysis, and the report assembly. 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 runs in your own 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