Companies Act 2014 section 1338

Companies capable of being registered

Section 1338 sets out which older types of companies are eligible to re-register under the Companies Act 2014 as modern company types, the restrictions that apply, and the voting requirements for doing so.

• Companies registered under the Joint Stock Companies Acts, or joint stock companies, may register as a private company limited by shares, a designated activity company, a company limited by guarantee, or an unlimited company, provided they have a registered office or principal place of business in Ireland.
• Certain companies are excluded: those whose members' liability is limited by statute or letters patent (unless they are joint stock companies) cannot register at all, and even joint stock companies with such limitations cannot register as unlimited companies or companies limited by guarantee. Non-joint-stock companies cannot register as companies limited by shares.
• Registration as a particular company type requires a "registration resolution" — a vote of approval by a majority of members present in person or by proxy at a general meeting called for that purpose. Where a company without statutory or letters patent limitation on liability wishes to register as a limited company, the threshold rises to at least three-quarters of those present.
• Where a company registers as a company limited by guarantee, the resolution must include a commitment from each member to contribute a specified maximum amount towards the company's debts, winding-up costs, and adjustment of contributories' rights if the company is wound up while they are a member or within one year of ceasing to be a member.