Private Limited by Shares to Company Limited by Guarantee
The procedure for effecting a change in status of a company, from being a Private Limited by Shares company (DAC or LTD) to a Company limited by Guarantee is governed by Part 20 of the Companies Act, 2014.
A meeting of the Board of Directors is held to discuss the conversion, and the call an Extra Ordinary General Meeting of the Members to pass the necessary resolutions. (alternatively they can pass the resolution in writing). An Extra Ordinary General Meeting of the Company is held (or a Written Resolution is executed) to make the necessary alterations to the Company’s Constitution, by adopting a new Constitution, and to authorise a Director and the Company Secretary to make application to the Registrar of Companies for re-registration as a Company Limited By Guarantee, Not having a Share Capital (CLG).
In addition to these procedures the issue of allotted share capital will need to be addressed. The approach taken will differ depending on whether the allotted share capital is paid up or not. Where it has been paid up a Court Order will be required.
The relevant documents are submitted to the Companies Registration Office, within 15 days of the various Special Resolutions being passed and once processed, the CRO will issue a Certificate of Incorporation on a Re-registration in digital format.