CA14 S.59 Members Driven Conversion

S.59 Members Driven Conversion File Downloads

CA14 Company Conversion Deadline - Part 1

CA14 Company Conversion Deadline

Conversion Deadline 1

CA14 Company Conversion Deadline - Part 2

S.59 Members Driven Conversion


Video 2

CA14 Company Conversion Deadline - Part 3

Company Limited by Guarantee Conversion Procedures

Part 3

S.59 Member Driven Conversion Procedures

All existing private companies incorporated under the 1963 to 2013 Companies Acts in existence at 1st of June 2015 need to go through a conversion process under Companies Act 2014. The most common conversion type is the member’s driven conversion under S.59 of the Act.

We have set out below the 10 Steps to Conversion under S.59 and in our DIY Swipe File we have provided you with all the documentation including minutes, resolutions, forms, client emails and letters and CRO letters to help you follow these 10 steps.

1 Company considers the conversion options and decides that they wish to execute a member’s driven conversion in accordance with S.59 Part 2 of Companies Act 2014.
2 Review the existing memorandum and articles of association and identify any bespoke elements of the M&A or supplemental regulations that need to be included in the new constitution of the model private limited  company
3 Draft new company constitution based on :

  • Bespoke provisions of existing memorandum and articles of association.
  • Any additional supplemental regulations desired by the company
  • Basic template Companies Act 2014 Constitution
4 Draft Form N1 adopting new constitution in accordance with S.59 of the Companies Act 2014
5 Draft Form G1 Special Resolution to reflect the special resolution of the members.
6 Send Form N1, Form G1 Special Resolution, director’s board meeting minutes, member’s special resolution to the company along with instruction and guidance in relation to the conversion process.
7 Hold a board meeting, whereby the directors propose the adoption of the new company constitution prepared in accordance with the format set out in S.19 of Companies Act 2014 (as drafted in Step 3)
8 Members adopt the new constitution by way of special resolution (EGM or written resolution) with 75% of members agreeing to adopt the constitution as model private limited company
9 Submit Form N1, Form G1 Special Resolution and new Constitution to the CRO
10 Send Certificate of Incorporation on Conversion and copy of new Constitution to the Client

Some accountants are doing this conversion option themselves, however many accountants  are choosing to outsource the conversion process on the basis that they either do not have the resources in the office to do the work or that this is not something they do every day so outsourcing is a better option from a risk management perspective. If you want any help with your conversions contact our Conversion Team (David, Alison or Meghan) on 053 910 0000 and we can take this off your desk for you.