Company Limited by Guarantee Conversion Procedures

Company Limited by Guarantee Conversion Procedures 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

Company Limited by Guarantee Conversion Procedures

All companies limited by guarantee 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 basic requirement of the conversion process is that they change their name however many Companies Limited by Guarantee are also using this as an opportunity to upgrade and modernise their constitutions.

We have set out below the 13 Steps to CLG Conversion and in our DIY Swipe File (Hyper Link) we have provided you with all the documentation including minutes, resolutions, forms, client emails and letters and CRO letters to help you follow these 13 steps.

1 Company considers the name conversion options and decides that they wish to change the companies name in accordance with S.1190 of Part 18 of Companies Act 2014.
2 Company considers whether it wishes to 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 company limited by guarantee.
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 CLG Constitution

4 For charitable companies consider the specific objectives and requirements of the entity and application of the Charities Act 2009.
5 For property management companies consider the specific requirements of the entity and the application of the Multi-Unit Development Act 2011
6 For not-for-profit entities consider the specific objectives and requirements of the entity.
7 Draft Form N3 adopting new constitution with new company title in accordance with S.1190 of the Companies Act 2014
8 Draft Form G1 Special Resolution to reflect the special resolution of the members

1.      Change of Name in accordance with S.1190

2.      Change of M&A (If Applicable) in accordance with S.32

9 Send Form N3, 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. Send the newly drafted constitution to the company to be reviewed.
10 Hold a board meeting, whereby the directors propose the adoption of the new company name in accordance with S.1190 of Companies Act 2014 (and the modification of the memorandum and articles of association if applicable) (as drafted in Step 3)
11 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.
12 Submit Form N3, Form G1 Special Resolution and new Constitution to the CRO.
13 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, Anne, Alison or Meghan) on 053 910 0000 and we can take this off your desk for you.