The deadline forexisting private companies to convert to a designated activity company (DAC) byordinary resolution has now passed.
However, it isstill possible for a company to become a DAC before the end of the transitionperiod (30 November 2016) by passing a special resolution of the membersre-registering the company as a DAC and making the necessary amendments to thememorandum and articles of association of the company.
Alternatively,where the company has debt securities listed or admitted to trading on anymarket, it is possible to pass a resolution of the directors of the company,converting the company to a DAC and making the necessary amendments to thememorandum of association.
In both scenarios,the resolution and updated constitutional documents will need to be filed withthe Companies Registration Office (CRO). The CRO will then issue a newcertificate of incorporation to the company noting its status as aDAC.
Companies that havenot applied to become either a DAC or a LTD during the transition period will beautomatically converted to a LTD by the CRO after 1 December 2016.
The CRO expects toreceive an influx of filings towards the end of the transition period and it istherefore advisable that companies apply to become a LTD or a DAC sooner ratherthan later to ensure that the CRO has time to process such applications. The CROhas stated that it is not guaranteed that applications received towards the endof the transition period will be processed before 30 November 2016. We wouldencourage companies to consider this matter at the earliest opportunity and takethe necessary steps to begin the process.
Please contact yourusual William Fry contact or one of the key contacts detailed here if you wishus to assist with drafting the documentation required to become a LTD or aDAC.
Contributed byAoife Kavanagh
