Re-registration

Pre-2014 Re-Registration

The 1983 legislation, aligned with EU Directives, required public companies to re-register as public limited companies (PLCs) with a minimum issued share capital of €38,092.14. Key requirements included:

1. Minimum Capital: Allotted share capital paid up to at least 25%, with net assets matching or exceeding share capital and non-distributable reserves.
2. Audited Statements: Financial declarations proving compliance, including balance sheets, auditor reports, and valuations for non-cash considerations.
3. Special Resolution: Members passed a resolution altering the memorandum and articles of association.

Conversion to a private company was simpler, involving:

• Addition of restrictions in the articles.
• A 28-day window for dissenting shareholders holding 5% of the capital to apply to court for resolution annulment.

General Re-Registration (2014 Act)

Companies may re-register as a different type by:

1. Special Resolution: Members must approve changes to the company’s constitution and comply with requirements for the new company type.
2. Constitution Updates: Align the constitution with the 2014 Act’s requirements, including supplemental regulations to preserve rights and obligations.
3. Filing Documents: Submit the altered constitution, special resolution, and a compliance statement to the CRO.

Specific Re-Registration Types

1. To a Private Limited Company (LTD):
   • For PLCs, the resolution must pass without shareholder objections.
   • For unlimited companies, the resolution must state member liability limitations.
   • A statement of initial shareholdings is required for companies transitioning to share capital structures.
2. To a Public Limited Company (PLC):
   • Requires:
     • Balance sheet within seven months.
     • Auditor’s report confirming net assets exceed share capital and reserves.
     • Statement of compliance indicating no adverse financial changes.
   • Shares must meet authorised minimum capital and partial payment criteria.
3. To an Unlimited Company:
   • All members must consent.
   • Requires a declaration of assent, financial statements, and confirmation of legal compliance.
4. To a Company Limited by Guarantee:
   • All members must agree.
   • Assent forms and statements of compliance must confirm membership and share capital compliance.
5. To a Designated Activity Company (DAC):
   • Requires special resolution aligning liability terms and authorised share capital.
   • Courts may sanction if share capital conditions are unmet.

Court Intervention

For PLCs or DACs, courts can cancel resolutions or adjust share capital frameworks to resolve disputes. Courts ensure rights and obligations remain intact during transitions.

Outcome of Re-Registration

• A certificate of incorporation is issued by the CRO, confirming compliance.
• Legal proceedings and obligations remain unaffected by the change in company type.