The Companies Act 2014 introduced two new company types: a new form of private company limited by shares (known as an “LTD”) and the designated activity company (known as a “DAC”).
A company that was, on 1 June 2015, already in existence as a private company limited by shares under the previous Companies Acts (an “EPC”) must reregister as an LTD, a DAC or another company type.
From 1 June 2015 until 30 November 2016, an EPC that has not converted to an LTD, a DAC or another company type is subject to the same law as if it were a DAC limited by shares. A DAC limited by shares is the type of company that is most closely aligned with the EPC. However, on 30 November 2016, the Companies Registration Office (“CRO”) will automatically convert those companies to LTDs. For the reasons set out in this briefing, Irish special purpose vehicles (“SPVs”) operating in the debt capital markets/structured finance space who have listed, or intend to apply to list, debt securities should take steps to convert to a DAC limited by shares set out in Part 2 of the Act, which must be initiated before 31 August 2016. If an SPV with listed debt securities is automatically converted to an LTD on 30 November 2016, it will be in breach of the Act and it and its officers are liable to be prosecuted.
This briefing outlines the steps that need to be taken to convert an EPC to a DAC limited by shares.