Companies Act 2014 - LTD

 

The LTD is a Private Company Limited by Shares which is the company type that is expected to suit most existing companies.

  • It is allowed to have one director (in which case there is a requirement to appoint a separate Company Secretary)
  • No objects clause - capacity not limited. It will have the contractual capacity of a natural person.
  • One document constitution (ie no longer has a memorandum and articles of association)
  • Can dispense with holding  an AGM
  • Change of name is not required
  • Suitable for most companies
  • Not entitled to list securities (debt of equity) for sale to the public
  • Can claim eligibility for audit exemption and dormant company audit exemption
  • It has limited liability
  • It has a share capital
  • It can pass majority resolutions
  • the name of the company must end in Limited or Teoranta

There is a 18 month transition period from the commencement of the Act to allow companies to convert. During the transition period all companies will be treated as DACs, unless they have re-registered as a LTD. At the end of the transition period, all companies who have not converted to DACs will be deemed to be LTDs. The company will be treated as having a constitution comprising the existing memorandum and articles of association with the objects clause and any clause restricting the amendment of the memorandum and articles of association. Any references to old legislation and Table A will remain. To avoid such confusion a LTD should consider adopting a new constitution that is more suited to the company's requirements. Alternatively the LTD company could convert to a DAC.

During the transition period a company can convert to a LTD by adopting by special resolution a new constitution and filing the appropriate paperwork in the CRO.

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