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What is the Constitution of Irish Ltd

people discussing company constitution in Ireland

The company constitution in Ireland is a fundamental document that outlines the framework within which a limited company operates. It replaces the need for separate articles of association and memorandum of association for private companies limited by shares (Ltd), as outlined in the Companies Act, 2014. 

The constitution sets the rules governing the management of the company, detailing the rights, responsibilities, and duties of directors, shareholders, and other key stakeholders. It serves as a legal guideline for the company’s operations, ensuring that all activities are conducted within the law.

In this blog post, we’re answering all the most popular questions regarding the constitution of an Irish Ltd. At the end, you will learn what points must be included in your company constitution in Ireland, where to get a draft of your Constitution and what to do if you decide to alter it. 

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Can I Write a Constitution Myself?

Yes, it’s up to your discretion what points to cover in the Constitution but we strongly recommend that you use the services of a registered company formation agent to ensure the items covered are in line and do not contradict with the Companies Act, 2014.

It is recommended that your company’s Constitution sets out the rights, powers and duties of all people involved in the company’s activities. The main purpose should be to establish clear guidelines as to what duties of officers and shareholders are acceptable and what indeed is unacceptable. The Constitution may limit the rights, privileges or legal capacity of the company, but may not increase those powers.

What to Include in Your Company Constitution?

Company constitution is specific to each organisation so you can decide what topics to include. Nevertheless, there are several items that each company constitution must cover.

Mandatory elements:

  • Name of the company: This must be the same name as registered with the Companies Registration Office (CRO).
  • Type of incorporation – Ltd is the most common option
  • The company’s share capital: This includes the total number of shares authorized for issue and the par value of each share.
  • Names, Addresses and the role of each subscriber of the constitution. 
  • Supplemental regulations (optional): These are additional rules specific to your company that go beyond the standard provisions of the Companies Act 2014. Examples might include voting rights, transfer of shares, or quorum requirements.

Additional recommended elements:

  • Interpretation clause: Defines key terms used in the constitution.
  • Members: Covers rights and obligations of members, including transfer of shares, membership meetings, and voting rights.
  • Board of Directors: Defines the powers and duties of directors, appointment and removal procedures, and quorum requirements for meetings.
  • Company secretary: Outlines the role and responsibilities of the company secretary.
  • Accounts and audit: Specifies the requirements for financial reporting and auditing.
  • Seal: Describes the use of the company seal.
  • Notices: Explains how notices are to be given to members and directors.
  • Alteration of the constitution: Sets out the process for amending the constitution.

Please, note that CRO does not issue the draft of the Company Constitution. You can receive a sample to use from legal stationers, accountants, solicitors or company formation agents like Chern & Co. The draft of the company constitution is included in all our company formation packages.

Сompany Constitution is valid as long as your company is operating in Ireland – you do not need to renew it unless you decide to make some alterations. 

Source: Unsplash

Can I Change the Constitution?

Yes, a company constitution can be altered provided any changes are first approved by members and shareholders of the company. Any alterations or amendments must be notified to the Companies Registration Office within 15 working days of making any changes. This is done by filing the G1 form (special resolution).

Wrapping Up

The company’s constitution is an integral element of the operations of Irish Ltd, according to the Companies Act 2014. It sets out the company’s name, type of company, share capital, identity and duties of the director, etc. The company constitution can be written by you or your lawyers, but it is important that it does not violate the principles of the Companies Act 2014.

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