The Constitution Memorandum and Articles of Association is a mandatory document required when incorporating a company in Ireland. It serves as the primary constitutional document that defines a company's existence, purpose, and operational framework. This document is essential for compliance with the Companies Act 2014 and must be filed with the Companies Registration Office (CRO) during the incorporation process. It outlines crucial aspects such as company objectives, share capital structure, shareholders' rights, directors' duties, and internal management procedures. The document provides the legal foundation for corporate governance and is frequently referenced throughout the company's lifecycle for matters ranging from routine operations to significant corporate actions. Any subsequent modifications require shareholder approval and must be filed with the CRO.
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1. Company Name and Type: Statement of company name and type (e.g., private company limited by shares)
2. Registered Office: Declaration of the company's registered office location in Ireland
3. Objects Clause: Statement of the company's main objects and powers
4. Limited Liability: Declaration of members' limited liability
5. Share Capital: Details of authorized share capital and initial shareholding structure
6. Membership: Rules regarding membership, share transfers, and shareholder rights
7. Directors and Management: Provisions regarding appointment, removal, and powers of directors
8. General Meetings: Rules for conducting general meetings, voting procedures, and resolutions
9. Company Secretary: Appointment and duties of the company secretary
10. Dividends and Reserves: Provisions for dividend declaration and reserve funds
11. Accounts and Audit: Requirements for maintaining accounts and conducting audits
12. Notices: Procedures for giving notices to members
13. Winding Up: Provisions for company dissolution and asset distribution
1. Pre-emption Rights: Detailed provisions for existing shareholders' rights to purchase new shares - recommended for companies with multiple shareholders
2. Drag Along and Tag Along Rights: Provisions protecting minority shareholders in case of company sale - useful for companies with venture capital investment
3. Share Classes: Provisions for different classes of shares with varying rights - needed if company plans multiple share classes
4. Directors' Indemnity: Enhanced protection for directors beyond statutory provisions - recommended for high-risk businesses
5. Alternate Directors: Provisions for appointment of alternate directors - useful for international companies
6. Electronic Communications: Provisions for electronic meetings and communications - recommended for modern businesses
7. Conflict of Interest Procedures: Detailed procedures for handling director conflicts - important for larger companies
8. Investment Rights: Special rights for investors - needed if seeking external investment
1. Schedule 1: Details of Subscribers: Names, addresses and shareholdings of initial subscribers
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes and rights
3. Schedule 3: First Directors: Details of first directors and their shareholdings
4. Schedule 4: Matters Requiring Special Resolution: List of decisions requiring special majority approval
5. Schedule 5: Transfer Regulations: Detailed procedures for share transfers
6. Appendix A: Form of Share Certificate: Template for company share certificates
7. Appendix B: Proxy Form: Standard form for appointing proxies at general meetings
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