Re-Registration of Companies in Ireland Change Your Company Type the Right Way

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What is Company Re-Registration in Ireland?

Re-registration is the formal process through which an Irish company converts from one company type to another under Part 20 of the Companies Act 2014. It is not a winding up and reformation your company continues as the same legal entity. The same CRO registration number, the same contracts and legal obligations, the same employees and bank relationships all carry through. What changes is the legal structure the company operates under.

This matters because different company types carry different rules around liability, share capital, disclosure obligations, membership structure, and governance. When your current type no longer fits your business model, re-registration is the efficient and legally sound way to change it.

Which Company Types Can Re-Register in Ireland?

Under Part 20 of the Companies Act 2014, the following re-registration routes are available:

LTD: Private Company Limited by Shares The most common Irish company type. One director, no requirement to hold an AGM, maximum flexibility for owner-managed businesses.

DAC: Designated Activity Company A private company with a specific, defined objects clause in its constitution. Required for certain regulated entities, joint ventures, and companies where restricting the scope of activity is important to shareholders or lenders.

PLC: Public Limited Company A company that can offer shares to the public and is listed or intending to list on a stock exchange. Requires a minimum share capital of €38,092.14, at least 25% paid up, two directors, a company secretary with specific qualifications, and an AGM each year.

CLG: Company Limited by Guarantee A company with no share capital where members guarantee a nominal amount. Used primarily by charities, non-profits, sports clubs, and membership organisations.

ULC: Unlimited Liability Company A company where members have unlimited personal liability for the company’s debts. Used for specific purposes typically where confidential financial information is desired, as ULCs are not required to file financial statements publicly.

The Re-Registration Routes What Is Possible

From	To	Common Reason
LTD	DAC	Adding a defined objects clause required by investors, lenders, or regulation
LTD	PLC	Preparing for a stock exchange listing or public share offering
LTD	CLG	Converting a trading company to a non-profit or charitable structure
LTD	ULC	Seeking privacy of financial statements ULCs do not file publicly
DAC	LTD	Removing objects clause restriction; simplifying governance
PLC	LTD	Delisting or stepping back from public company obligations
PLC	ULC	Converting to unlimited for privacy or restructuring purposes
CLG	DAC	Adding share capital to a formerly guarantee-only structure
ULC	LTD	Restoring limited liability now permitted under the 2014 Act

Under the Companies Act 2014, a company converting to an Unlimited Company (ULC) must file its most recent financial statements with the CRO before re-registration unless those statements have already been filed within the previous three months. This prevents companies from using the ULC structure to hide financial information retrospectively.

What Does Re-Registration Actually Involve?

Every re-registration follows the same core process, with specific additional requirements depending on the company types involved. Here is how it works:

Step 1: Review the Current Structure Before any re-registration proceeds, the existing company structure, constitution, share capital position, and any shareholder agreements must be reviewed. This confirms which re-registration route is available and whether any preconditions apply.

Step 2: Pass the Required Resolution Members must pass a special resolution approving the re-registration and the adoption of the new constitution. For most re-registrations, this requires 75% approval of members voting. For conversion to an Unlimited Company, 100% member approval is required every single member must consent.

Step 3: Prepare the New Constitution A new constitution appropriate to the target company type must be drafted. The constitution governs how the company operates its internal rules, director powers, member rights, and governance framework. An incorrect or incomplete constitution at this stage causes problems long after the re-registration is complete.

Step 4: Prepare the CRO Form and Compliance Statement The appropriate CRO re-registration form must be completed (the specific form depends on the company types involved). A compliance statement confirming that all conditions for re-registration have been satisfied must also be prepared and submitted.

Step 5: File with the CRO The special resolution, new constitution, CRO form, and compliance statement are filed with the Companies Registration Office. The Registrar reviews the filing and, if satisfied, issues a new Certificate of Incorporation on Re-Registration.

Step 6: Update Related Records Once the new certificate is issued, related registrations and records must be updated including Revenue, banking mandates, letterheads, and any contracts or licences that reference the company type.

What Stays the Same After Re-Registration?

This is a question that reassures most business owners: re-registration does not disrupt your business. Under the Companies Act 2014, re-registration does not affect any existing rights or obligations of the company. Specifically:

• Your CRO registration number stays the same you are the same legal entity
• All existing contracts remain valid counterparties do not need to re-sign
• All legal proceedings against the company in its former type can continue against it in its new type
• Employees are unaffected there is no change of employer
• Bank accounts and tax registrations continue though the company type shown on records should be updated

The only thing that changes is the company type shown on the CRO register and your Certificate of Incorporation.

Special Rules for Specific Re-Registrations

Converting to a PLC: A company re-registering as a PLC must have allotted share capital of at least €38,092.14, with not less than 25% paid up at the time of re-registration. The company must have at least two directors, a qualified company secretary, and must hold an AGM. A PLC cannot re-register unless a valuation report confirms the net assets are not less than the aggregate of called-up share capital and un-distributable reserves.

Converting to a CLG: A company re-registering as a Company Limited by Guarantee may require a court order under Section 1297(2)(c) of the Companies Act 2014, depending on the share capital position of the company at the time of application. An LTD converting to a CLG cannot have any paid-up share capital unless a High Court order is obtained. This is the route most commonly used by trading companies converting to charitable or non-profit structures.

Converting to an Unlimited Company (ULC): 100% member approval is required. Financial statements must have been filed with the CRO within the three months preceding the application, or must be filed as part of the process. This requirement exists to prevent companies from switching to unlimited status to conceal financial information. Once re-registered as a ULC, the company is no longer required to file financial statements publicly a significant privacy benefit for some businesses.

Converting from Unlimited to Limited: The Companies Act 2014 removed the previous prohibition on an unlimited company re-registering as a limited company. This is now permitted, making the ULC structure more genuinely flexible. The company must file its financial statements before making the application.

What’s Included in TAS Consulting’s Re-Registration Service

When you instruct TAS Consulting to manage your company re-registration, we handle:

• Review of your current company type, constitution, and shareholding structure
• Advice on the correct re-registration route and any preconditions that apply
• Drafting of the special resolution and supporting board minutes
• Preparation of the new company constitution appropriate to the target company type
• Preparation of the required CRO re-registration form and compliance statement
• Filing of all documents with the CRO
• Confirmation of successful re-registration and issue of new certificate
• Guidance on post-registration updates Revenue, banking, letterheads, contracts

Ready to Change Your Company Type? Talk to TAS Consulting.

Whether you are moving from LTD to DAC, PLC to LTD, or exploring the ULC route for financial privacy, TAS Consulting manages the full re-registration process correctly and efficiently.

Frequently Asked Questions