How to convert an existing private limited company to a DAC

Posted by Van Geraghty on Thursday, 23 April 2015

Company Secretarial Services | Corporate Governance | Compliance

Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie

 

 OPTION ONE - Participation by Directors and Members

A new Constitution is drafted by the Directors which is approved by the members by means of an ordinary resolution prior to 30^th September 2016 or by Special Resolution after that.

OPTION TWO – Member or Members who hold 25% of Total Voting Rights Serve notice on the Company

In the event the company takes no action, a member or members who hold share that confer, in aggregate, more than 25% of the total voting rights, can serve a notice in writing requiring the company to convert to a DAC.

OPTION THREE – Member or Members who hold in excess of 15% Issued Share Capital of the Company

(S58)In the event the company takes no action, a member or members who hold in excess of 15% of the issued share capital can get a conversion order from the Courts instructing the company to convert to a DAC.

(S969) On re-registration, the CRO will issue your Company with a new Certificate of Incorporation. The company designation will be “DAC” or “Designated Activity Company” or as gaeilge “CGA” or ““Cuideachta Ghníomhaíochta Ainmnithe”.

IF NO ACTION IS TAKEN

A company who takes no action, will by default at the end of the transition period become the new simplified private company limited by shares. This may not be the appropriate structure under which the company should operate. In certain circumstances, the company also risks being instructed to convert by a court order.

(S63)In addition, if members and/or creditors believe they have been prejudiced by the company’s inaction, they can apply to the courts for relief.

Change Company Name

Changing a company name takes careful planning.  Here's a checklist to help, while not exhaustive, it might include something you haven’t yet thought of!

Your thoughts and questions are welcome!

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