Change of Company Name under new Companies Act 2014

The Companies Act 2014 requires that each company type be included as part of the company name. For some types of company this will require an alteration to be made to its name. The companies most affected are companies converting to or re-registering as Designated Activity Companies or Private Guarantee Companies.Boyle Practical Project Management is currently assisting Limited companies to come to grips with the Companies Act f. BPPM give the steps for companies to make the transition themselves in the form of an implementation plan.

Boyle Practical Project Management is now also assisting Designated Activity Companies (DAC) and Companies Limited by Guarantee (CLG) to come to grips with the Companies Act. The Implementation of the Act for DAC.’s and CLG.’s is somewhat more precarious than for Ltd.’s because of the name change requirement. The Companies Act 2014 provides that company names must include the company type suffix at the end of its name, unless exempted. The Companies Registration Office (CRO) has issued a number of Information Leaflets relating to the Act.

The Legislation

A company can change their name by filing a Change of Company Name Special Resolution G1Q, amended the Constitution and submit fee of €50 if filed on line/€100 on paper. The types of companies directly affected are Private Guarantee Companies and Companies Limited by Guarantee (CLG). Private guarantee companies are deemed to be Designated Activity Companies (DAC). These companies do not need to convert to DAC status but must make an adjustment to their company names. All Designated Activity Companies, which are limited by guarantee, must have the words “Designated Activity Company” or “Cuideachta Ghníomhaíochta Ainmnithe” at the end of their name unless exempted.

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.

Companies which are limited by guarantee and do not have a share capital are deemed to be Companies Limited by Guarantee (CLG) under section 1189. There is a requirement for Companies Limited by Guarantee to have the company type added to the end of the company name.  All newly incorporated Companies Limited by Guarantee will have the company type at the end of their name from 1st June 2015, unless exemption is granted under section 1180.  “Company Limited by Guarantee” or “Cuideachta faoi theorainn Ráthaíochta” must form the end of the company name. Companies limited by guarantee are governed by Part 18 of the new Companies Act.

Nobody Likes To See This

If a company does not change the name of the company and submit an amended constitution using Form N3 during the transition period, the will change the name of the company and issue a new certificate of incorporation (unless the company already has an exemption).  In certain circumstance companies may be left with unnecessarily complex name, where they have been changed by Registrar of Companies. These are some samples:

THE SAMPLE INSURANCE COMPANY DESIGNATED ACTIVITY COMPANY

SAMPLE NAME FINANCIAL SERVICES HOLDING COMPANY DESIGNATED ACTIVITY COMPANY

THE SAMPLE LIFE ASSURANCE COMPANY DESIGNATED ACTIVITY COMPANY

Other Implications

Changes to the company name will affect company letterheads, stationery and signage. Any documentation submitted to the CRO after the end of the transition period (30th November 2016) which bears the incorrect name will be refused. The Act provides that the correct company name must be displayed on all websites. Directors must ensure that they are prepared for a change in company name. Your business name has changed and you may want your domain to reflect this to maintain consistent branding.  Every company that has a website is also required to display either on its homepage or to be identified on its homepage, a readily accessible webpage on which the following appear:

(a) the name and legal form of the company

(b) place of registration of the company and the number with which it is registered

(c) address of the registered office of the company

(d) in the case of a company exempt from the obligation to use the company type as part of its name, the fact that it is such a company type (applies to Designated Activity Companies and Companies Limited by Guarantee only)

(e) in the case of a company which is being wound up, the fact that it is being wound up

(f) if the share capital of a company is mentioned on the website, the reference must be to the issued share capital

 

There are a number of issues which Directors must consider in circumstances where the company name is about to change.  It is advisable to try and identify the relevant issues and to put plans in place to avoid any difficulties before the company name changes (whether voluntarily by converting or by the name change being applied by the CRO).  Implementation of a company name change is normally phased in to ensure cost-effectiveness, beginning with regulatory compliance, continuing with updating on-line materials stationary and signage with the subsequent amendments to 3rd party databases.

What Needs To Be Done

The work schedule for Boyle Practical Project Management Project Implementation Plans for the Companies Act 2014 looks like this:

The Sting In The Tail 

The hidden danger for companies active on social media platforms is with changing their company page names, business page names, verified business accounts, handles etc., on the various social media platforms.  It may not be straightforward to change company names on these sites without losing followers, likes etc.

Project Delivery

What the Project Implementation Plans for the Companies Act 2014 contain:

1.       These are practical workable plans to enable Companies to make the transition to the new company type in a structured way.

2.       Plans are streamlined to deal with specific company types, either Designated Activity Company, Limited Company or Company Limited by Guarantee.

3.       Gives the objectives for converting and provides windows of opportunity to expand the scope to take advantage of the changes.

4.       Examines some general risks associated with the conversion.

5.      The plans outline the criteria for choosing the appropriate structure to be adopted.

6.       Provides the process for gaining members agreement or otherwise.

7.       Provides a fully resourced, costed (in hours) and time-lined activity schedule.

9.       Indicates the resource inputs to enable delegation of activities to named individuals.

10.    Highlights the section numbers of the Act under which the actions are required.

 

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