Companies Act 2014 section 61

Deemed constitution

Section 61 deals with what happens when an existing private company fails to submit a new-style constitution to the Registrar during the transition period and has not re-registered as a designated activity company or another company type.

• If an existing private company did not deliver a new constitution to the Registrar within the transition period, it is automatically deemed to have a constitution made up of its old memorandum (minus the objects clause and any provisions about altering the memorandum or articles) combined with its existing articles of association.
• The Registrar will issue the company a new certificate of incorporation confirming it is now a private company limited by shares, and any previous exemption allowing the company to omit "Limited" or "Teoranta" from its name will cease — the company must include one of those words in its name.
• The automatic deemed constitution does not apply where the company has already re-registered as a designated activity company or another company type, was required to do so and has complied, or where a court order would be contradicted by such automatic conversion.
• Where an existing private company was governed by the standard model articles in Table A under the old Companies Act 1963, those Table A regulations are preserved as part of the company's deemed articles, provided they do not conflict with any mandatory provision of the 2014 Act, and any references in them to the old legislation are read as references to the corresponding provisions of the 2014 Act.

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