Companies Act 2014 - DAC

 

The DAC (Designated Activity Company) has a similar format to existing Private Company Limited by Shares. A company established for a specific purpose (for example, a joint venture company) may choose to become a DAC and its activities would be limited to those designated in its memorandum of association.

  • It must have a minimum of two directors
  • Its activities are limited by its objects clause .
  • Will have a memorandum and articles of association
  • Must hold an AGM unless it is a single member company
  • Change of name is required (impact on stationery, websites, signage, company seals, share certificates, registers for intellectual property, property registers etc)
  • Suitable for most companies
  • May list qualifying debt securities
  • Not entitled to list equity securities for sale to the public
  • Can claim eligibility for audit exemption and dormant company audit exemption
  • It can be a private company limited by shares or a private company limited by guarantee having a share capital
  • It can pass majority resolutions unless its constitution prohibits
  • the name of the company must end in "designated activity company" or "cuideachta ghníomhaíochta ainmnithe" unless it is eligible for exemption.
  • The words “designated activity company” may be abbreviated to “d.a.c.” or “dac” (including either such abbreviation in capitalised form) in any usage after the
    company’s registration by any person including the DAC.
  • The words “cuideachta ghníomhaíochta ainmnithe” may be abbreviated to “c.g.a.” or “cga” (including either such abbreviation in capitalised form) in any usage after the company’s registration by any person including the DAC

During the transition period all existing companies will be treated as DACs (ie DAC law will apply) although they will not be DACs. At the end of the transition period, all companies who have not converted to DACs will be deemed to be LTDs.

During the transition period existing private companies limited by shares do not have to change their name.

During the transition period (which is 15 months for a DAC), the shareholders can pass an Ordinary Resolution (simple majority) and this is filed with the new form constitution together with a Form N2 in the CRO. The new constitution must remain remain unchanged (except for alterations prescribed by law) unless changes to it have also been passed by way of a Special Resolution of its shareholders. The CRO will issue a new Certificate of Incorporation upon registration of the documents in the CRO.

The company can converted to a DAC by a resolution of the Directors in the case of compulsory re-registration e.g. upon receipt of notice by a shareholder holding more than 25% of the total voting rights of the company. 

Members and creditors holding 15% or more of company's share capital/debenture may seek a court order directing that their company re-register as a DAC.

 

 

 

 

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