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Change your company type, not your company

Re-registration of companies in Ireland: change structure without starting again

Under the Companies Act 2014, a company can usually move from one type to another. It's the same legal entity afterwards, with the same company number, assets and contracts. What changes is the constitution, the rules it follows and, normally, the ending of its name. We confirm the conversion is possible, prepare the resolutions and constitution, and file it with the CRO.

What would change?

Pick your current type, then your new one. Nothing is stored or sent.

MY COMPANY IS A
I WANT IT TO BE A
Pick two typesThe table below shows the differences.
Side by side

What changes when you convert

This updates as you choose in the box above. Scroll back up to try another conversion.

Aspect
LTD
DAC
Other conversions exist. A company can also move to or from an unlimited company, and some conversions involving a company limited by guarantee are possible in particular cases. Tell us what you want to achieve and we'll confirm the route.
The one idea to hold on to

The company stays. The type changes.

Same companyThe legal entity carries on
Same numberYour CRO number is unchanged
Contracts continueNo need to renegotiate
New constitutionRewritten for the new type
New certificateIssued by the CRO
How it works

Four steps to a new company type

Check it's possible

Confirm the conversion and any conditions, such as the €25,000 capital a PLC needs.

Draft the constitution

Rewritten to fit the new type, with a new name ending.

Pass a special resolution

Members approve the change by a 75% majority.

File and update

We file with the CRO, then help you update your bank, Revenue and customers.

Why companies do it

Three common reasons

A lender wants fixed objects

An LTD becomes a DAC when a lender or regulator wants a stated purpose in the constitution.

You plan to go public

A company that will offer shares to the public must first become a PLC.

You want to simplify

A DAC no longer needing a restricted purpose often becomes an LTD, which is simpler to run.

Afterwards, tell: your bank, Revenue (through ROS), customers and suppliers, insurers, landlords and lenders, and your website and letterheads, since the legal name ending changes.
Quick answers

Re-registration questions

Does re-registering create a new company?
No. It's the same legal entity with the same company number. Assets, contracts and tax registrations all continue.
What majority is needed?
A special resolution of the members, which is a 75% majority of those voting.
Why would a company become a PLC?
To offer shares to the public or seek a stock exchange listing. Most private companies never need to.
How long does it take?
It depends on how quickly the resolution is passed and how fast the CRO processes the filing. We'll set out what to expect for your conversion.

Thinking of changing company type?

Tell us what you want the change to achieve. We'll confirm it's possible and take care of the filing.

General information only, not legal advice. Source: Companies Act 2014 and the Companies Registration Office (cro.ie).

Company re-registration

Re-register an Irish company, change its type without starting again

Under the Companies Act 2014 a company can usually change from one type to another instead of closing and starting a new one. The legal entity carries on. What changes is the constitution, the rules the company follows and, usually, the name ending.

What stays and what changes

  • Same companyThe legal entity carries on, with its assets and contracts.
  • Same company numberThe CRO number does not change.
  • New constitutionRewritten to fit the new company type.
  • New name endingFor example Limited becomes DAC.
  • New certificateThe CRO issues one for the new type.
Common conversions

Which direction are you going?

LTD⇄DAC

For when a lender, regulator or investor wants fixed objects written into the constitution.

Needs two directors
DAC⇄LTD

For when the objects clause has become a limit on what the company can do.

Simpler to run
LTD⇄PLC

A private company planning a public share offer or listing must become a public company first.

Needs €25,000 capital
PLC⇄LTD

For when a public offer is no longer planned and the PLC rules are a burden.

Back to private rules
LTD⇄ULC

Moves from limited to unlimited liability. Only on legal and tax advice.

Personal exposure
ULC⇄LTD

Restores limited liability for the members.

Limits the risk
The process

How re-registration works, in detail

1

Confirm it is possible

Start here

Check the conversion you want is available and what conditions apply.

  • A PLC needs at least €25,000 of allotted share capital, a quarter paid up
  • A DAC and a PLC both need at least two directors
2

Decide on the new name

Early on

The ending changes with the type, so the name on the register changes too.

3

Draft the new constitution

Before the vote

Rewritten to match the new type, such as adding an objects clause for a DAC.

4

Pass a special resolution

At the meeting

Members approve the change and adopt the new constitution.

5

File with the CRO

After the vote

The documents depend on the conversion. We prepare and file them.

6

Receive the new certificate

On approval

The CRO issues it for the new type, and the company number stays the same.

7

Update everyone

Straight away

Bank, Revenue, customers, suppliers, website and letterheads.

Before and after

What changes and what stays the same

AspectChanges?Notes
Legal identityStaysIt is the same company, so assets and contracts carry over
Company numberStaysThe CRO number is unchanged
Name endingUsually changesFor example Limited to DAC or PLC
ConstitutionReplacedRewritten to match the new type
Minimum directorsMay changeLTD needs one. DAC and PLC need two
Authorised share capitalMay changeA DAC needs one. An LTD does not
AGMMay changeAn LTD can dispense with it. A DAC and a PLC generally cannot
Audit exemptionMay changeA PLC cannot claim it. A small LTD or DAC can
Rule of thumb

The one idea to hold on to

Re-registering changes the type of company, not the company. The same legal entity carries on, and so does everything it owns, owes and has signed.

Why you do not need to renegotiate contracts
Afterwards

Who to tell once the new certificate arrives

Your bankNew name and certificate.
RevenueName and company type, through ROS.
Customers and suppliersUpdated name on invoices and contracts.
InsurersPolicy documents carry the company name.
Landlords and lendersLeases and facilities mention the old name.
Your website and letterheadsThe legal ending must appear.
Your registersUpdated to reflect the change.
In practice

Why companies do it

Illustration

A start-up takes on a lender

A lender wants fixed objects, so the LTD becomes a DAC.

LTD to DAC
Illustration

A scale-up plans to list

Investors want a public company before a flotation.

LTD to PLC
Illustration

A group simplifies

A DAC no longer needs a restricted purpose.

DAC to LTD
Quick answers

Questions about re-registering a company

Short, plain answers to what people ask us most.

Can I change my LTD into a DAC?

Yes. An LTD can re-register as a DAC, and a DAC as an LTD, with a special resolution and CRO filings.

Does re-registering create a new company?

No. It is the same legal entity with the same company number.

Do I have to change the company name?

Usually the ending changes, for example from Limited to DAC, so the name on the register changes too.

What majority is needed?

A special resolution of the members, which is a 75% majority.

Why would a company become a PLC?

To offer shares to the public or seek a stock exchange listing. Most private companies never need to.

What happens to our contracts?

They continue unchanged, because the company is the same legal entity.

Can a CLG re-register?

Some conversions involving a CLG are possible in particular circumstances. Tell us what you want to achieve.

How long does it take?

It depends on how quickly the resolution is passed and the CRO processes the filing. We will tell you what to expect.

Keep reading

Related guides

Thinking of changing company type?

Tell us what you want the change to achieve. We confirm it is possible, prepare the resolutions and constitution, and file with the CRO.

  • The company name and CRO number
  • The type you have now and the one you want
  • Why you are changing it
  • Names and addresses of the directors

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