COMPANIES ACT 2014 – CONVERSION TO NEW COMPANY TYPE

Companies Act 2014 doesn’t just consolidate all the Companies Acts 1963 to 2013, it also introduces two new company models, one of which (the LTD company) is a much simplified company type.

Existing Private Companies limited by shares (EPC) must choose to convert to one of these new company models.

No fees will be charged by the Companies Registration Office for companies undergoing the Conversion process or meeting name requirements under the new Act.

The transition period runs from the  1st June 2015 to 30th November 2016

For the duration of the transition period  EPC’s will be deemed to be Designated Activity Companies (DAC) but they can convert to the LTD company type.

There are three different sections of the Act whereby a EPC/DAC can be converted to a LTD company:

Section 59 Companies Act 2014,  during the transition period a company submits:

• Special resolution
• Copy of new constitution
• Form N1

Registrar of companies will then issue a new certificate of incorporation

Section 60 Companies Act 2014, during the transition period the company directors submit:

• Form N1
• Copy of new constitution
• Directors should, prior to submission, send a copy of the constitution to each member of the company

Registrar of companies will then issue a new certificate of incorporation

In fulfilling these duties, the directors must ensure that the constitution does not alter the general rights and  obligations of the members of the EPC as well as their rights and obligations as set out its memorandum and articles of association.

Section 61 Companies Act 2014 – Failure to convert by the end of the Transition Period (30th November 2016).

Where a constitution has not been delivered to the Registrar within the transition period, the EPC shall be deemed to have become a Private Company limited by shares.  The Registrar will then issue a new certificate of incorporation. The existing Memorandum and Articles of Association will then exist as the constitution.