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Articles Of Association Document Template for Ireland

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Articles Of Association Document

"I need Articles of Association Document for a new Irish technology startup planning to launch in March 2025, with provisions for multiple share classes, employee share schemes, and virtual board meetings."

Document background
Articles of Association Document is a mandatory requirement for company incorporation in Ireland, serving as the fundamental constitutional document that defines how the company will be governed. This document must comply with the Companies Act 2014 and related Irish legislation, outlining critical aspects such as share rights, decision-making processes, and management structures. It's essential when incorporating a new company, converting an existing company type, or updating governance structures to reflect current business needs or legislative changes. The document includes provisions for share capital, shareholder rights, director appointments, meeting procedures, and other crucial operational matters. Its content must be tailored to the specific needs of the company while ensuring compliance with Irish corporate law requirements and best practices in corporate governance.
Suggested Sections

1. Interpretation: Defines key terms used throughout the Articles and establishes rules of interpretation

2. Preliminary: Sets out the company's name, type, and registered office location

3. Share Capital and Rights: Details the company's share capital structure, classes of shares, and associated rights

4. Share Certificates: Procedures for issuing and replacing share certificates

5. Lien on Shares: Company's rights over shares where shareholders owe money to the company

6. Calls on Shares: Procedures for requiring shareholders to pay unpaid amounts on their shares

7. Transfer of Shares: Rules and procedures for transferring shares between parties

8. Transmission of Shares: Procedures for handling shares in cases of death or bankruptcy of shareholders

9. Alteration of Share Capital: Procedures for changing the company's share capital structure

10. General Meetings: Rules for calling and conducting shareholder meetings

11. Proceedings at General Meetings: Procedures for conducting general meetings, including voting

12. Directors: Appointment, removal, and powers of directors

13. Powers and Duties of Directors: Scope of directors' authority and responsibilities

14. Directors' Meetings: Procedures for board meetings and decision-making

15. Secretary: Appointment and duties of the company secretary

16. Dividends and Reserves: Rules for declaring and paying dividends

17. Accounts: Requirements for maintaining and auditing company accounts

18. Capitalisation of Profits: Procedures for converting profits into capital

19. Notices: Rules for giving notices to shareholders and directors

20. Winding Up: Procedures for company dissolution and asset distribution

Optional Sections

1. Preference Shares: Detailed provisions for preference shares, required only if the company issues different classes of shares

2. Share Warrants: Provisions for issuing share warrants to bearer, optional for public companies

3. Restricted Shares: Provisions relating to restricted shares, needed for companies with employee share schemes

4. Electronic Communications: Provisions for electronic communications and virtual meetings, recommended for modern companies

5. Alternate Directors: Provisions allowing directors to appoint alternates, useful for larger companies

6. Borrowing Powers: Detailed provisions on company's borrowing powers, important for companies planning significant financing

7. Pre-emption Rights: Detailed provisions on shareholders' pre-emption rights, important for private companies

8. Drag Along and Tag Along Rights: Provisions protecting minority shareholders, useful for companies with multiple shareholders

9. Cross-Border Mergers: Provisions for cross-border mergers, needed for companies planning international operations

Suggested Schedules

1. Schedule 1: Model Articles Exclusions: Lists provisions of the model articles that are excluded or modified

2. Schedule 2: Share Capital History: Details of share capital changes and historical share structures

3. Schedule 3: Proxy Form: Standard form for appointing proxies for general meetings

4. Schedule 4: Directors' Written Resolution: Template for directors' written resolutions

5. Schedule 5: Shareholders' Written Resolution: Template for shareholders' written resolutions

6. Appendix A: Share Certificate Format: Template for share certificates

7. Appendix B: Board Meeting Procedures: Detailed procedures for conducting board meetings

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



















































Clauses





































Relevant Industries

Legal Services

Financial Services

Professional Services

Technology

Manufacturing

Retail

Healthcare

Construction

Education

Real Estate

Energy

Transportation

Agriculture

Hospitality

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Board of Directors

Corporate Secretariat

Risk Management

Corporate Affairs

Executive Leadership

Regulatory Affairs

Administration

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Director of Legal Affairs

Board Member

Managing Director

Corporate Governance Officer

Risk Manager

Chief Financial Officer

Company Director

Legal Administrator

Corporate Affairs Manager

Regulatory Compliance Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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