Guidance

Amending the business structure type

Converting a private company to public

A private company of limited liability may be converted to public company providing that the following conditions are met:

• the issued and paid capital of the company is equal or greater than twenty-five thousand six hundred twenty-nine euro (€25.629);
• the number of directors is at least two (2);
• the number of members of the company is at least seven (7);
• the articles of association of the company are amended accordingly, to correspond to the Companies Law provisions for public companies;
• the name of the company is amended to include the word “…Public Ltd”.

Filing of conversion from private to public

You may submit to the Registrar of Companies within fourteen (14) days from the date of amendment of the company’s articles of association, by hand/post, a statement in lieu of prospectus (form HE7) or a prospectus accompanied by:

• a request for change of name;
• a request for amendment of the articles of association;
• a request for change of members (in case a change is required);
• a request for change of directors (in case a change is required);
• the amount of two thousand euros (€2000) and, an additional fee of:
  • forty euro (€40) if a request for change of name is submitted;
  • forty euro (€40) if a request for an amendment of the articles of association is submitted;
  • twenty euros (€20) if a request for change of shareholders is submitted;
  • twenty euros (€20) if a request for change of directors is submitted.

Fees are payable in cash, by cheque (made payable to “Registrar of Companies”), via an account maintained with the Department of the Registrar of Companies or, via bank transfer. If the accelerated procedure is required an additional fee of twenty euros (€20) must be paid for each document.

You are advised to refer to the main criteria of review and most common reasons for rejection so as to acquire a better understanding of what is required and to facilitate the process further.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances, legal requirements, according have been met, he will  proceed with registering the conversion of the private company to public and, updating the companies register.

In the event that the company requires proof of the change made in the companies register, it may submit a request to obtain certified copies of company.

Converting a public company to private

A public company of limited liability may be converted to private company providing that the following conditions are met:

• the company’s number of members do not exceed fifty (50);
• the company’s articles of association are amended accordingly, to correspond to the Companies Law provisions for private companies;
• the name of the company is amended so as the word “...Public” is removed.

Filing of conversion of public company to private

You may submit to the Registrar of Companies within fourteen (14) days from the date of amendment of the company’s articles of association, through the e-filing system of the Registrar of Companies or by hand/post:

• a request for change of name;
• a request for amendment of the articles of association;
• the register of members, certified by a director or the secretary as at the date of conversion (in case a change is required); and
• the amount of eighty euros (€80), and an additional fee of twenty euros (€20) for each document submitted if the accelerated procedure is required. Fees are payable in cash, by cheque (made payable to “Registrar of Companies”), via an account maintained with the Department of the Registrar of Companies or, via bank transfer.

You are advised to refer to the main criteria of review and most common reasons for rejection, so as to acquire a better understanding of what is required and to facilitate the process further.

Provided that the Registrar of Companies is satisfied that all, relevant to the circumstances, legal requirements have been met, he will proceed with registering the conversion of the public company to private and, updating the companies register.

In the event that the company requires proof of the change made in the companies register, it may submit a request to obtain certified copies of company.

e-filing of conversion of public company to private