Re-Registration
Updating Your Client’s Company Constitution
Businesses are generally formed under a set of circumstances that dictate the most appropriate company type adopted but if the circumstances change, a company re-registration may be necessary. The most common company model is the Company Limited by Share Capital, but, under the Companies Act 2014, there are variations such as Unlimited Companies, Designated Activity Companies and Companies Limited by Guarantee.
Over time, circumstances change and the requirements of the company change accordingly. In Ireland, there has been seismic change to financial reporting requirements since the introduction of Companies Act 2014, the Companies (Accounting) Act 2017 and, of course, FRS 102.
Increased disclosure requirements for directors’ remuneration, key management remuneration and profit reconciliation have prompted many directors to review their company’s corporate form and ultimately re-register to an Unlimited Company type, as such companies, provided they are truly unlimited, do not have to file financial statements.
For other entities, it becomes apparent, over time, that the company type adopted is not best suited to purpose. This is particularly an issue for certain charity and property management companies that were established as Limited by Share Capital when a Company Limited by Guarantee would have been far better suited to the operations of the company.
Re-registration from one company type to another demands a detailed knowledge of legislative requirements to ensure that the process achieves the desired results
Email us or call us on 053-9100000 to discuss your client’s company re-registration requirements. We look forward to working with your practice.
How We Can Help
At OmniPro, we will engage with you at the earliest opportunity on a proposed re-registration, advising you of the statutory requirements in advance and explaining the key steps involved in the process.
Re-registration from one company type to another is less than straightforward. It demands a detailed knowledge of legislative requirements to ensure that the transition achieves the desired results. Furthermore, key timelines must be observed, for example, in re-registering to an Unlimited Company, to ensure minimum disclosure requirements.
However, with OmniPro, you can be confident that you are in safe hands. We have extensive experience advising on and carrying out re-registrations, enabling us to pre-empt the typical hurdles that arise during the process. We will ensure that you have complete peace of mind and provide vital, timely advice.
Key Steps Involved in a Company Re-Registration
- Establish the requirements of the re-registering company
- Ensure that all statutory requirements have been met in terms of filings for the old company type
- Draft the minutes of the directors’ meeting, recommending that the re-registration occurs
- Establish if a court order is required (may be required in the case of re-registration from Limited to Company Limited by Guarantee unless certain steps are taken)
- Manage the court application process, if required
- Draft the various resolutions that are required and complete the requisite CRO forms
- File the required documents with the CRO