Change Company Name

The change of name is subject to approval by the registrar of companies in accordance with Section 30 of the Companies Act 2014.

The onus for checking the suitability of a name lies with the presenter.

Please Note:

The Registrar of Companies may withhold her consent to the name change if the name is in her opinion undesirable.

 
Applicants are advised to check that the name proposed is not similar to one already registered by checking the register of companies using CORE. It is also possible to reserve a company name.

Restrictions on your choice of company name
The CRO may have to refuse a name if:

• It is identical to or too similar to a name already appearing on the register of companies.
• It is offensive.
• It would suggest state sponsorship.

 
The following guidelines will assist you in assessing the acceptability or otherwise of company names:

• It is generally recommended that company names include extra words so as to create a sufficient distinction between names. Certain words and their abbreviations together with accents and punctuation marks are not sufficient to distinguish between company names. Examples of such words include the definite article and the words “company”, “co”, “corporation”, “and”, “&”, “service”, “services”, “limited”, etc. Place names are not considered to be a sufficient distinction between company names, e.g. Ireland, Dublin, West, etc.
• Similar descriptive elements, e.g. press/printing, staff/employment agency, or the inclusion of only a general or weak qualification such as “holding”, “group”, “system”, “services”, “international”, etc. may not be regarded as a sufficient distinction between company names.
• Particular care should be taken with names considered to have a distinctive element i.e. names consisting primarily of made-up words or non-dictionary words. The inclusion of qualifying words may not be sufficient to create a distinction between company names.
• Names which are phonetically and/or visually similar will be refused. This includes names where there is a slight variation in the spelling and the variation does not make a significant difference between the names.
• A number on its own will not be accepted as a sufficient distinguishing mark, unless the company concerned is part of the same group.
• The use of a year in numerals to differentiate between two companies of otherwise the same name is prohibited.

 
The following restrictions also apply to company names:

• Names containing certain words cannot be used unless approved by relevant bodies. For example, the words “bank”, “banc”, “banking”, “banker” may only be used with the permission of the Central Bank of Ireland. This also applies to names such as “hollybank”, “sweetbank”, “canal bank”, “bancorp”, etc. and the surname “Banks”, notwithstanding the fact that the company being incorporated may not intend to carry on banking business.
• The word “society”, “co-op” or “co-operative” cannot be used unless permission has been sought from and granted by the Registrar of Friendly Societies.
• The words “University” and “Institute of Technology” or “Regional Technical College” cannot be used unless permission has been sought from and granted by the Department of Education.
• In the case of the word “Charity”, further information may be sought by the CRO to support the application.
• If a name includes words which imply specific functions, e.g. “holding”, “group”, etc., further information may be required by the CRO to support the application.
• The use of the word “standard” is prohibited.
• The use of the word “Credit Union” is prohibited under the Credit Union Act 1997.
• Only the name of a Societas Europaea can be preceded or followed by the abbreviation SE. Use of the term ‘SE’ at the beginning or end of the name designates that it is a European Company.
• The word “architect” either alone or in combination with any other words or letters, or name, title or description implying that the person is so registered, cannot be used unless a Notice of Determination has been issued by the Royal Institute of the Architects of Ireland (RIAI). This does not apply to the names “landscape architect”, “naval architect”, “architectural technician”, “architectural technologist”, and “interior design architect” and similar terms.
• Company types: Only companies which are particular company type may have the following words in their name:
Limited (ltd) – Teoranta (teo)
Public Limited Company (plc) – Cuideachta Phoiblí Theoranta (cpt)
Designated Activity Company (dac) – Cuideachta Ghníomhaíochta Ainmnithe (cga)
Company Limited by Guarantee (clg) – Cuideachta faoi Theorainn Ráthaíochta (ctr)
Unlimited company (uc) – Cuideachta Neamhtheoranta (cn).

 
Please Note: There may be a requirement for some management companies to include Owners’ Management Company in the company name. Section 14(3) of the Multi-Unit Developments Act 2011 provides that “the words “Owners’ Management Company” shall be included in the name of every owners management company to which this section applies”.

This section applies to owners management companies of multi-unit developments in respect of which no contract for the sale of a residential unit has been entered prior to the enactment of this act or of a mixed use multi-unit development subject to Section 2 of the Act. Section 14 of the Act was commenced on 24th January 2011.

• All documentation received in the CRO is scanned onto the computer system to facilitate faster access to documents. All documents submitted must, therefore, be of an acceptable standard. The text of the constitution must be black, easily legible and presented on A4 white paper which is suitable for scanning i.e. no staples, whitening fluid, etc. Photocopies showing black lines, faint text, pages where the text runs off the end of the page are not acceptable.
• The new name of the company, inclusive of the appropriate suffix, must appear on the front of the new constitution.
• The Companies Act cited in the first page of the constitution must be 2014.
• Each company type has its own constitution set out in the Schedules to the Companies Act 2014.
• The share capital information in the constitution must show the latest share capital details. If these details differ from the relevant documentation filed by the company, it must ensure the change is formally notified to us on the relevant forms.
• The original subscribers’ page need not be completed. Photocopies of subscribers’ details from the original constitution/memorandum of association at incorporation will be acceptable.

Certificates of Change of a Company Name and Re-Registration of a Company Type are issued as “digitally certified” documents. The digital certificates are emailed as a pdf document to the email address entered in the “Company email address” section of the G1Q Form and D20 Form following registration. Presenters can provide these digital certificates directly to third parties such as banks and other financial institutions by email as required.

Every business must paint or affix its name on the outside of every office or place in which the business is carried on, even if it is a director’s home. The name must be both conspicuous and legible.

In addition, the company must state its name, in legible lettering, on company letter heads, order forms, invoices, etc.

For further information on the statutory requirements, see Letterheads for more details.

Every company must have its name engraved in legible characters on its seal.

The company secretary is frequently given responsibility in practice for the safekeeping of the company’s seal.

Under the Companies Act 2014, an exemption is available to Designated Activity Companies (DACs) and Companies Limited by Guarantee (CLGs) from including the company type suffix from the end of the company name. The exemption is only available to such companies which meet certain criteria.

The exemption is not available to LTD companies, i.e. companies registered under Part 2 of the Companies Act 201), Public Limited Companies, Unlimited Companies or Investment Companies.

Company Name Suffix
Section 969 Companies Act 2014 provides that the company name and related memorandum of association of every designated activity company which is limited by shares/guarantee and Section 1178 of the Companies Act 2014 every company which is limited by guarantee, not having a share capital, must state the name of the company, with the relevant company type as the last words of the name.

Pursuant to Section 49 of the Companies Act 2014, every company is obliged to publish its name, among other things, in all business letters, notices and other official publications of the company and in all cheques, invoices and receipts. The use of the abbreviation of the relevant company type does not constitute a breach of Sections 969/1178 of the Act.

A Designated Activity Company and a Company Limited by Guarantee, however, may be exempt from the requirement to include the company type in its name, and from the requirements imposed by Section 49 of the Act.

Note that under Section 151 of the Companies Act 2014, a company that is exempt from the obligation to use the words describing the company type in its name must show on its letters and order forms the legal form of the company.

Under the Companies Act 2014, the suffix must be included at the end of the company name:

• A Private Company Limited by Shares must state “Limited/Teoranta” at the end of its name.
• A Designated Activity Company, limited by shares, must state “Designated Activity Company/Cuideachta Ghníomhaíochta Ainmnithe” at the end of its name.
• A Designated Activity Company Limited by Guarantee must state “Designated Activity Company/Cuideachta Ghníomhaíochta Ainmnithe” at the end of its name.
• A Public Limited Company/Investment Company must state “Public Limited Company/Cuideachta Phoiblí Theoranta” at the end of its name.
• A Guarantee company without share capital must state “Company Limited by Guarantee/Cuideachta faoi theorainn Ráthaíochta” at the end of its name.
• An unlimited company (both private and public) must state “Unlimited Company/Cuideachta Neamhtheoranta” at the end of its name.

Designated Activity Companies/Companies Limited by Guarantee
Under Sections 971/1180 of the Companies Act 2014, a designated activity company limited by shares/guarantee or company limited by guarantee not having a share capital may claim an exemption from the provisions of the Companies Act relating to the use of the words “Designated Activity Company” or “Cuideachta Ghníomhaíochta Ainmnithe” or “Company Limited by Guarantee” or “Cuideachta faoi theorainn Ráthaíochta” as part of its name and the publishing of its name, while enjoying all the privileges and being subject to all the obligations of limited companies.

A company is entitled to the exemption where:

(a) its objects are the promotion of commerce, art, science, education, religion, charity or any other prescribed object, and
(b) its constitution:
i) require its profits (if any) or other income to be applied to the promotion of its objects,
ii) prohibit the payment of dividends to its members, and
iii) require all the assets which would otherwise be available to its members to be transferred on its winding up to another company whose objects comply with paragraph (a) and
which meets the requirements of this paragraph, and

(c) a director or secretary of the company (or, in the case of an association about to be formed as a limited company, one of the persons who are to be the first directors or the person who is to be the first secretary of the company) has delivered to the Registrar of Companies a statement in the prescribed form (see Appendix 2) that the company complies or, where applicable, will comply with the requirements of paragraphs (a) and (b) above.

 
The Registrar will refuse to register as a DAC limited by shares or by guarantee, any association about to be formed as a limited company by a name which does not include the word “Designated Activity Company” or “Cuideachta Ghníomhaíochta Ainmnithe” unless a statement pursuant to (c) above has been delivered.

The Registrar will refuse to register as a CLG, Company Limited by Guarantee, any association about to be formed as a limited company by a name which does not include the word “Company Limited by Guarantee” or “Cuideachta faoi theorainn Ráthaíochta” unless a statement pursuant to (c) above has been delivered.

Section 971(4)/1180(4) of the Companies Act 2014 provides that a company which was exempt, pursuant to section 24(1) Companies Act 1963 (as amended), from including the company type in its name is prohibited from altering its constitution so that it ceases to comply with the requirements of Section 971(1)/1180(1) of the 2014 Act.

Section 971(5)/1180(5) of the Companies Act 2014 provides that if it comes to the Registrar’s attention that a limited company which has claimed the exemption from using the company type has carried on any business other than the promotion of any of its objects, or has applied any of its profits or other income otherwise than in promoting such objects, or has paid a dividend to any of its members, the Registrar may in writing direct the company to change its name within such period as may be specified in the direction so that its name ends with the relevant company type and the change of name shall be made by the company in accordance with section 30 Companies Act 2014.

A person who provides incorrect, false or misleading information in the statement furnished pursuant to section 971(1)(c)/1180(1)(c), or alters its constitution in contravention of section 971(4)/1180(4), or fails to comply with a direction from the Registrar under section 971(5)/1180(5), shall be guilty of a category 3 offence, prosecutable in the District Court by the Registrar.

A reduced rate of tax may apply in the case of a company which is precluded by its constitution from distribution of any part of its profits among its members. This is a matter for decision by Revenue, which may be contacted at:

The Charities Section,
Revenue Commissioners,
Government Offices,
Nenagh,
Co. Tipperary

Phone Number: 067 63377

 
Please note: If a company wishing to avail of the Section 971/1180 exemption also intends to seek charitable status from Revenue, the main object of the company must be charitable and a specific clause must also be inserted in its memorandum of association.

Please see Appendix 1, below, for the alternative wording.

Exemption procedure

– New Company

Applicants should furnish the following documents, all of which must be filed together, to the CRO in respect of a company which is applying for incorporation:

• Form G5, declaration of compliance
• Form A1, application for incorporation
• Bond, if there is no European Economic Area-resident director
• A clear print of the constitution containing the original signatures of the members of the proposed company.

– Existing Company

Applicants in respect of a company that is already formed, i.e. which has already registered a constitution with the CRO and obtained a certificate of incorporation, should furnish to the CRO the following documents, all of which must be filed together:

• Form G5, declaration of compliance
• A clear copy of the amended constitution.
• As the company is changing its name to delete the company type, the company should file a Form G1 in relation to the amendment of the constitution of the company and a Form G1Q in relation to the change of name.

  It is not the function of the Registrar of Companies to ensure that the constitution of a company is framed so as to express the intentions of the members/proposed members.

Standard memorandum of association clauses required in order to qualify for exemption pursuant to section 971/1180 Companies Act 2014

[3] The objects for which the company is established are:

(A)…

(B)…
[insert details of company’s objects, which must be the promotion of commerce, art, science, education, religion and/or charity]

 

[4] The income and property of the company, whencesoever derived, shall be applied solely towards the promotion of the main objects of the company set forth in this memorandum of association and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the company.

Nothing herein shall prevent the payment in good faith of:

• reasonable and proper remuneration to any member, officer or servant of the company in return for services actually rendered to the company, or
• interest at a rate not exceeding [ ] percent per annum on money lent by any member to the company, or
• reasonable and proper rent for premises demised or let by any member to the company.

[5] No amendments of any kind shall be made to the provisions of clauses [4 and 8] of the memorandum of association and no amendments shall be made to the memorandum and articles of association to such extent that they would alter the effect of Clauses [4 and 8] of the memorandum of association, such that there would be non-compliance with the requirements of section 971/1180 and of the Companies Act 2014.

[6] The liability of the members is limited.

[7]
Please Note: This is only required where a Company is Limited by Guarantee, not having a share capital.
Every member of the company undertakes to contribute to the assets of the company, in the event of the company being wound up while he is a member or within one year afterwards, for payment of the debts and liabilities of the company contracted before he ceases to be a member and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding [insert amount of guarantee per member].

[8] If upon the winding up or dissolution of the company there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the company but shall be given or transferred to another company whose objects comply with paragraph (a) of section 971(1)/1180(1) of the Companies Act 2014 and which company meets the requirements of paragraph (b) of section 971(1)/1180(1) of the Companies Act 2014, such company to be determined by the members of this company at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object.

Alternative wording for [8] which must be used if the company intends to apply to Revenue for charitable status
If upon the winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the members of the Company. Instead, such property shall be given or transferred to some other company or companies (being a charitable institution or institutions) having main objects similar to the main objects of the Company. The company or companies (being a charitable institution or institutions) to which the property is to be given or transferred shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Company under or by virtue of Clause_ hereof. Members of the Company shall select the company or companies (being a charitable institution or institutions) at or before the time of dissolution. Final accounts will be prepared and submitted that will include a section that identifies and values any assets transferred along with the details of the recipients and the terms of the transfer.

It will speed up the exemption process if the promoters ensure that the memorandum and articles of association contain up to date references to company law and generally comply with the following:

• A signed declaration (Form G5) fully and properly completed, is essential for Designated Activity Companies or Companies Limited by Guarantee.
• The title to the constitution (memorandum and articles) should indicate, as applicable and the constitution should follow the format set out in the Schedules to the Companies Act 2014:
Companies Act 2014

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL (Schedule 10)

DESIGNATED ACTIVITY COMPANY LIMITED BY SHARES (Schedule 7) or

DESIGNATED ACTIVITY COMPANY LIMITED BY GUARANTEE (Schedule 8)

• The CRO requires good general print quality for scanning purposes with adequate margins of 1 inch all round the page. Covers or binding should not be used on any document submitted to the CRO.
• The company’s main objects, subsidiary objects and powers should be separately identified in the memorandum of association.
• If the company intends seek charitable status from the Revenue Commissioners, please note that (a) the company must have charitable objects and (b) a specific clause must be inserted in the memorandum. See Appendix 1, above, for the alternative clause [8].
• The mandatory clauses required by section 971/1180 (1)(a) and (b) of the Companies Act 2014 should be inserted and stated exactly in the memorandum of association. The clauses in Appendix 1 that are in square brackets may need to be renumbered, depending on other text contained in the memorandum.
• The subscribers’ details should appear on the final page of the constitution (memorandum and articles of association).
• References to the Registrar should be to the Registrar of Companies.