How new Companies Act 2014 affects Companies Limited by Guarantee, PLCs and Unlimited Companies

Companies Act 2014

How new Companies Act 2014 affects Companies Limited by Guarantee, PLCs and Unlimited Companies

Companies Limited by Guarantee without a Share Capital (CLG)

These type of companies are mostly used by charities, sports and social clubs and management companies. They will have to change their name to include the words “Company Limited by Guarantee” or “C.L.G.” or “CLG” or indeed their Irish language equivalents at the end of their name. They must continue to have a minimum of two directors, and also continue to have a Memorandum and Articles of Association with a main objects clause. They can opt to have just one member instead of the current seven members, but they cannot dispense with holding an AGM if they have more than one member. They can avail of audit exemption if they meet the relevant criteria.

Public Limited Companies (PLCs)

These type of companies will continue to have a Memorandum and Articles of Association with a main objects clause. They must continue to have a minimum of two directors, and also continue to have a Memorandum and Articles of Association with a main objects clause. They can opt to have just one member instead of the current seven members, but they cannot dispense with holding an AGM if they have more than one member.

Unlimited Companies

Unlimited companies with a share capital do not need to convert to a LTD or DAC type of company under the new Act. Instead these type of companies must change their name by the end of the transition period to include the words “unlimited company” or “u.c.” or “uc” at the end of their name, or indeed use the Irish language equivalents. They will have a constitution which will consist of the Memorandum and Articles of Association including their objects clause. They must have at least two directors but they may opt to have a single member.

If you would like advice on your conversion options, Noel Brady or Ciara O’Luanaigh of our Company Secretarial Team would be happy to discuss any aspect of the new legislation with you.

Contacts:

Noel Brady
Tel: 01 +353 1 7998300
Email:

Ciara O’Luanaigh
Tel: 01 +353 1 7998300
Email: