The Constitution
Companies Act
Form of the constitution
19. (1) The constitution of a company shall state—
(a) the company’s name;
(b) that it is a private company limited by shares registered under this Part;
(c) that the liability of its members is limited;
(d) as respects its share capital, either—
(i) the amount of share capital with which it proposes to be registered (“its authorised share capital”), and the division of that capital into shares of a fixed amount specified in the constitution, or
(ii) without stating such amount, that the share capital of the company shall, at the time of its registration, stand divided into shares of a fixed amount specified in the constitution;
(e) the number of shares (which shall not be less than one) taken by each subscriber to the constitution; and
(f) if the company adopts supplemental regulations, those regulations.
(2) The constitution shall—
(a) be in a form in accordance with the form set out in Schedule 1 or as near to it as circumstances permit;
(b) be divided into paragraphs numbered consecutively; and
(c) either—
(i) be signed by each subscriber in the presence of at least one witness who shall attest the signature; or
(ii) be authenticated in the manner referred to in section 888 .
(3) Where, subsequent to its registration, an amendment of the constitution is made affecting the matter of share capital, or another matter, referred to in subsection (1), that subsection shall be read as requiring the constitution to state the matter as it stands in consequence of that amendment.
Restriction on amendment of constitution
20. A company may not amend the provisions contained in its constitution except in the cases, in the manner and to the extent for which express provision is made in this Act.
Registration of constitution
21. (1) The constitution of a company shall be delivered for registration to the Registrar together with—
(a) the statement and consent referred to in section 22 ; and
(b) the declaration referred to in section 24 , and, where appropriate—
(i) the bond referred to in section 22 (6);
(ii) the statement referred to in section 23 .
(2) The Registrar shall not register a constitution delivered for registration under this section unless he or she is satisfied that all the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with.
Statement to be delivered with constitution
22. (1) In this section—
(a) a reference to a statement is to the statement required to be delivered by section 21 (1)(a); and
(b) a reference to a company is to the company to which such statement relates.
(2) The statement shall be in the prescribed form and shall state:
(a) the name of each of the persons who are to be the first directors of the company;
(b) the name of the person who is, or of each of the persons who are, to be the first secretary or joint secretaries of the company;
(c) the name of the person (if any) who is, or of each of the persons (if any) who are, to be the first assistant or deputy secretary or secretaries of the company;
(d) the address of the company’s registered office; and
(e) the place (whether in the State or not) where the central administration of the company will normally be carried on,
and the particulars (in relation to any foregoing person) specified in subsection (3) and any other particulars that may be prescribed in relation to such a person or in relation to any other foregoing matter.
(3) The particulars referred to in subsection (2) are—
(a) in relation to a person named as director of the company concerned, all particulars which are, in relation to a director, required pursuant to subsection (2) of section 149 to be contained in the register kept under that section;
(b) in relation to a person named as secretary, or as one of the joint secretaries, all particulars which are, in relation to the secretary or to each joint secretary, required pursuant to subsection (5) of section 149 to be contained in the register kept under that section; and
(c) in relation to a person named as assistant or deputy secretary, all particulars which are, in relation to an assistant or deputy secretary, required pursuant to subsection (7) of section 149 to be contained in the register kept under that section.
(4) Where the constitution is delivered, pursuant to section 21 , to the Registrar by a person (the “agent”) as agent for the person or persons who have subscribed to the constitution, the statement shall so specify and shall specify the name and address of the agent.
(5) Subsections (2) and (3) are without prejudice to subsection (7).
(6) Where no person referred to in subsection (2)(a) is resident in an EEA state, there shall be delivered for registration a bond as provided by section 137 (2).
(7) In respect of the activity, or one of the activities, to be carried on by the company in the State, the statement shall contain the following particulars:
(a) if it appears to the person making the statement that the activity belongs to a division, group and class appearing in the relevant classification system—
(i) the general nature of the activity; and
(ii) the division, group and class in that system to which the activity belongs;
(b) if it appears to that person that the activity does not belong to any such division, group and class, a precise description of the activity;
(c) the place or places in the State where it is proposed to carry on the activity.
(8) For the purposes of subsection (7), if the purpose or one of the purposes for which the company is being formed is the carrying on of 2 or more activities in the State, the particulars in respect of the matters referred to in paragraphs (a) to (c) of that subsection to be given in the statement shall be the particulars that relate to whichever of those activities the person making the statement considers to be the principal activity for which the company is being formed to carry on in the State.
(9) The statement shall—
(a) be signed by or on behalf of each subscriber to the constitution of the company or be authenticated in the manner referred to in section 888 ; and
(b) be accompanied by a consent that is either—
(i) signed by each of the persons named in the statement as a director, secretary or joint secretary or assistant or deputy secretary to act in that capacity, or
(ii) authenticated in the manner referred to in section 888 .
(10) Section 223 (3), in the case of a director, and section 226 (5), in the case of a secretary, requires the inclusion of a particular statement in a foregoing consent by him or her.
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The form of a DAC’s constitution
967. (1) Subject to subsection (3), the constitution of a DAC shall be in the form of a memorandum of association and articles of association which together are referred to in this Part as a “constitution”.
(2) The memorandum of association of a DAC shall state—
(a) its name,
(b) that it is a designated activity company having the status, as the case may be, of—
(i) a private company limited by shares, or
(ii) a private company limited by guarantee, and having a share capital,
registered under this Part,
(c) its objects,
(d) that the liability of its members is limited,
(e) in the case of a DAC limited by shares, the amount of share capital with which the DAC proposes to be registered and the division thereof into shares of a fixed amount,
(f) in the case of a DAC limited by guarantee — in addition to the matter set out in the preceding paragraph — that each member undertakes that, if the company is wound up while he or she is a member, or within one year after the date on which he or she ceases to be a member, he or she will contribute to the assets of the company such amount as may be required for—
(i) payment of the debts and liabilities of the company contracted before he or she ceases to be a member,
(ii) payment of the costs, charges and expenses of winding up, and
(iii) adjustment of the rights of contributories among themselves,
not exceeding an amount specified in the memorandum.
(3) The constitution of a DAC shall—
(a) in addition to the matters specified in subsection (2), state the number of shares (which shall not be less than one) taken by each subscriber to the constitution, (b) be in accordance with the form set out in—
(i) Schedule 7 — in the case of a DAC limited by shares, or
(ii) Schedule 8 — in the case of a DAC limited by guarantee,
or, in either case, as near thereto as circumstances permit,
(c) be printed in an entire format, that is to say the memorandum and articles shall be contained in the one document, being a document either in legible form or (as long as it is capable of being reproduced in legible form) in non-legible form, and
(d) either—
(i) be signed by each subscriber in the presence of at least one witness who shall attest the signature, or
(ii) be authenticated in the manner referred to in section 888 .
(4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting the matter of share capital, or another matter, referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.
Supplemental provisions in relation to constitution
968. (1) This section—
(a) contains provisions as to the articles of a DAC, and
(b) provides that, in certain circumstances, a default position shall obtain in relation to the articles of a DAC.
(2) In this section—
“mandatory provision” means a provision of any of Parts 1 to 14 (as applied by this Part) or of this Part that is not an optional provision;
“optional provision” means a provision of any of Parts 1 to 14 (as applied by this Part) or of this Part that—
(a) contains a statement to the effect, or is governed by provision elsewhere to the effect, that the provision applies save to the extent that the constitution provides otherwise or unless the constitution states otherwise; or
(b) is otherwise of such import.
(3) The articles of a DAC may contain regulations in relation to the DAC.
(4) So far as the articles of a DAC do not exclude or modify an optional provision, that optional provision shall apply in relation to the DAC.
(5) Articles, instead of containing any regulations in relation to the DAC, may consist solely of a statement to the effect that the provisions of the Companies Act 2014 are adopted and, if the articles consist solely of such a statement, subsection (4) shall apply.
The form of a PLC’s constitution
1006. (1) Subject to subsection (3), the constitution of a PLC shall be in the form of a memorandum of association and articles of association which together are referred to in this Part as a “constitution”.
(2) The memorandum of association of a PLC shall state—
(a) its name,
(b) that it is a public limited company registered under this Part,
(c) its objects,
(d) that the liability of its members is limited, and
(e) its authorised share capital, being the amount of share capital with which the PLC proposes to be registered which shall not be less than the authorised minimum, and the division thereof into shares of a fixed amount.
(3) The constitution of a PLC shall—
(a) in addition to the matters specified in subsection (2), state the number of shares (which shall not be less than one) taken by each subscriber to the constitution,
(b) be in accordance with the form set out in Schedule 9 or as near thereto as circumstances permit,
(c) be printed in an entire format, that is to say the memorandum and articles shall be contained in the one document, being a document either in legible form or (as long as it is capable of being reproduced in legible form) in non-legible form, and
(d) either—
(i) be signed by each subscriber in the presence of at least one witness who shall attest the signature, or
(ii) be authenticated in the manner referred to in section 888 .
(4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting the matter of share capital, or another matter, referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.
Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles
1007. (1) This section—
(a) contains provisions as to the articles of a PLC,
(b) provides that, in certain circumstances, a default position shall obtain in relation to the articles of a PLC, and
(c) continues in force the memorandum and articles of a PLC registered under the prior Companies Acts.
(2) In this section—
“mandatory provision” means a provision of any of Parts 1 to 14 (as applied by this Part) or of this Part that is not an optional provision;
“optional provision” means a provision of any of Parts 1 to 14 (as applied by this Part) or of this Part that—
(a) contains a statement to the effect, or is governed by provision elsewhere to the effect, that the provision applies save to the extent that the constitution provides otherwise or unless the constitution states otherwise, or
(b) is otherwise of such import.
(3) The articles of a PLC may contain regulations in relation to the PLC.
(4) So far as the articles of a PLC do not exclude or modify an optional provision, that optional provision shall apply in relation to the PLC.
(5) Articles, instead of containing any regulations in relation to the PLC, may consist solely of a statement to the effect that the provisions of the Companies Act 2014 are adopted and, if the articles consist solely of such a statement, subsection (4) shall apply.
(6) The memorandum and articles of a PLC registered before the commencement of this section shall, save to the extent that they are inconsistent with a mandatory provision, continue in force but may be altered or added to under and in accordance with the conditions under which memorandums or articles, whenever registered, are permitted by this Act to be altered or added to.
(7) References in the provisions of a memorandum or articles so continued in force to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.
(8) To the extent that a PLC registered before the commencement of this section was, immediately before that commencement, governed by—
(a) the regulations of Part I of Table A in the First Schedule to the Act of 1963, or
(b) the regulations of any Table referred to in section 3(9)(b), (c) or (d) of the Act of 1963,
it shall, after that commencement, continue to be governed by those regulations but—
(i) this is save to the extent that those regulations are inconsistent with a mandatory provision,
(ii) those regulations may be altered or added to under and in accordance with the conditions under which articles, whenever registered, are permitted by this Act to be altered or added to, and
(iii) references in the regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.
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The form of a CLG’s constitution
1176. (1) Subject to subsection (3), the constitution of a CLG shall be in the form of a memorandum of association and articles of association which together are referred to in this Part as a “constitution”.
(2) The memorandum of association of a CLG shall state—
(a) its name,
(b) that it is a company limited by guarantee registered under this Part,
(c) its objects,
(d) that the liability of its members is limited, and
(e) that each member undertakes that, if the company is wound up while he or she is a member, or within one year after the date on which he or she ceases to be a member, he or she will contribute to the assets of the company such amount as may be required for—
(i) payment of the debts and liabilities of the company contracted before he or she ceases to be a member,
(ii) payment of the costs, charges and expenses of winding up, and
(iii) adjustment of the rights of contributories among themselves, not exceeding an amount specified in the memorandum.
(3) The constitution of a CLG shall—
(a) be in accordance with the form set out in Schedule 10 or as near thereto as circumstances permit,
(b) be printed in an entire format, that is to say the memorandum and articles shall be contained in the one document, being a document either in legible form or (as long as it is capable of being reproduced in legible form) in non-legible form, and
(c) either—
(i) be signed by each subscriber in the presence of at least one witness who shall attest the signature, or
(ii) be authenticated in the manner referred to in section 888 .
(4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting a matter referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.
Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles
1177. (1) This section—
(a) contains provisions as to the articles of a CLG,
(b) provides that, in certain circumstances, a default position shall obtain in relation to the articles of a CLG, and
(c) continues in force the memorandum and articles of a company limited by guarantee registered under the prior Companies Acts.
(2) In this section—
“mandatory provision” means a provision of any of Parts 1 to 14 (as applied by this Part) or of this Part that is not an optional provision;
“optional provision” means a provision of any of Parts 1 to 14 (as applied by this Part) or of this Part that—
(a) contains a statement to the effect, or is governed by provision elsewhere to the effect, that the provision applies save to the extent that the constitution provides otherwise or unless the constitution states otherwise, or
(b) is otherwise of such import.
(3) The articles of a CLG may contain regulations in relation to the CLG.
(4) So far as the articles of a CLG do not exclude or modify an optional provision, that optional provision shall apply in relation to the CLG.
(5) Subject to their compliance with section 1199 (3) (articles must state the number of members with which the company proposes to be registered), articles may otherwise consist solely of a statement to the effect that the provisions of the Companies Act 2014 are adopted and, if the articles contain such a statement, subsection (4) shall apply.
(6) The memorandum and articles of a company limited by guarantee registered before the commencement of this section shall—
(a) save to the extent that they are inconsistent with a mandatory provision, and
(b) in the case of the memorandum, subject to section 1190 (6),
continue in force but may be altered or added to under and in accordance with the conditions under which memorandums or articles, whenever registered, are permitted by this Act to be altered or added to.
(7) References in the provisions of a memorandum or articles so continued in force to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.
(8) To the extent that a company limited by guarantee registered before the commencement of this section was, immediately before that commencement, governed by—
(a) the regulations of Table C in the First Schedule to the Act of 1963, or
(b) the regulations of any Table referred to in section 3(9)(b), (c) or (d) of the Act of 1963,
it shall, after that commencement, continue to be governed by those regulations but—
(i) this is save to the extent that those regulations are inconsistent with a mandatory provision,
(ii) those regulations may be altered or added to under and in accordance with the conditions under which articles, whenever registered, are permitted by this Act to be altered or added to, and
(iii) references in the regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.
Provisions as to names of CLGs
1178. (1) The name of a CLG shall end with one of the following:
— company limited by guarantee;
— cuideachta faoi theorainn ráthaíochta.
(2) The words “company limited by guarantee” may be abbreviated to “c.l.g.” or “clg” (including either such abbreviation in capitalised form) in any usage after the company’s registration by any person including the CLG.
(3) The words “cuideachta faoi theorainn ráthaíochta” may be abbreviated to “c.t.r.” or “ctr” (including either such abbreviation in capitalised form) in any usage after the company’s registration by any person including the CLG.
(4) A CLG carrying on business under a name other than its corporate name shall register in the manner directed by law for the registration of business names but the use of the abbreviations set out in subsection (2) or (3) shall not of itself render such registration necessary.
(5) This section is subject to section 1189 (which makes transitional provision for an existing guarantee company as regards its name).
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The form of the constitution of an ULC or PUC
1233. (1) Subject to subsection (3), the constitution of an ULC or PUC shall be in the form of a memorandum of association and articles of association which together are referred to in this Part as a “constitution”.
(2) The memorandum of association of an ULC or PUC shall state—
(a) its name,
(b) that it is, as the case may be, a private unlimited company or public unlimited company registered under this Part,
(c) its objects,
(d) the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount, and
(e) the fact that its members have unlimited liability.
(3) The constitution of an ULC or PUC shall—
(a) in addition to the matters specified in subsection (2), state the number of shares (which shall not be less than one) taken by each subscriber to the constitution,
(b) be in accordance with the form set out in—
(i) Schedule 11 — in the case of an ULC, or
(ii) Schedule 12 — in the case of a PUC,
or, in either case, as near thereto as circumstances permit,
(c) be printed in an entire format, that is to say the memorandum and articles shall be contained in the one document, being a document either in legible form or (as long as it is capable of being reproduced in legible form) in non-legible form, and
(d) either—
(i) be signed by each subscriber in the presence of at least one witness who shall attest the signature, or
(ii) be authenticated in the manner referred to in section 888 .
(4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting the matter of share capital, or another matter, referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.
The form of the constitution of a PULC
1234. (1) Subject to subsection (3), the constitution of a PULC shall be in the form of a memorandum of association and articles of association which together are referred to in this Part as a “constitution”.
(2) The memorandum of association of a PULC shall state—
(a) its name,
(b) that it is a public unlimited company, that has no share capital, registered under this Part,
(c) its objects, and
(d) the fact that its members have unlimited liability.
(3) The constitution of a PULC shall—
(a) be in accordance with the form set out in Schedule 13 or as near thereto as circumstances permit,
(b) be printed in an entire format, that is to say the memorandum and articles shall be contained in the one document, being a document either in legible form or (as long as it is capable of being reproduced in legible form) in non-legible form, and
(c) either—
(i) be signed by each subscriber in the presence of at least one witness who shall attest the signature, or
(ii) be authenticated in the manner referred to in section 888 .
(4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting a matter referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.
Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles
1235. (1) This section—
(a) contains provisions as to the articles of an unlimited company,
(b) provides that, in certain circumstances, a default position shall obtain in relation to the articles of an unlimited company, and
(c) continues in force the memorandum and articles of an unlimited company registered under the prior Companies Acts.
(2) In this section—
“mandatory provision” means a provision of any of Parts 1 to 14 (as applied by this Part) or of this Part that is not an optional provision;
“optional provision” means a provision of any of Parts 1 to 14 (as applied by this Part) or of this Part that—
(a) contains a statement to the effect, or is governed by provision elsewhere to the effect, that the provision applies save to the extent that the constitution provides otherwise or unless the constitution states otherwise, or
(b) is otherwise of such import.
(3) The articles of an unlimited company may contain regulations in relation to the company.
(4) So far as the articles of an unlimited company do not exclude or modify an optional provision, that optional provision shall apply in relation to the company.
(5) In the case of an ULC or PUC, articles, instead of containing any regulations in relation to the unlimited company, may consist solely of a statement to the effect that the provisions of the Companies Act 2014 are adopted and, if the articles consist solely of such a statement, subsection (4) shall apply.
(6) In the case of a PULC, subject to the articles’ compliance with section 1259 (3) (articles must state the number of members with which the company proposes to be registered), articles of such an unlimited company may otherwise consist solely of a statement to the effect that the provisions of the Companies Act 2014 are adopted and, if the articles contain such a statement, subsection (4) shall apply.
(7) The memorandum and articles of an unlimited company registered before the commencement of this section shall, save to the extent that they are inconsistent with a mandatory provision, continue in force but may be altered or added to under and in accordance with the conditions under which memorandums or articles, whenever registered, are permitted by this Act to be altered or added to.
(8) References in the provisions of a memorandum or articles so continued in force to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.
(9) To the extent that an unlimited company registered before the commencement of this section was, immediately before that commencement, governed by—
(a) the regulations of Part II or III of Table E in the First Schedule to the Act of 1963, or
(b) the regulations of any Table referred to in section 3(9)(b), (c) or (d) of the Act of 1963,
it shall, after that commencement, continue to be governed by those regulations but—
(i) this is save to the extent that those regulations are inconsistent with a mandatory provision,
(ii) those regulations may be altered or added to under and in accordance with the conditions under which articles, whenever registered, are permitted by this Act to be altered or added to, and
(iii) references in the regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.
The text in italics on this page is sourced from the Irish Statute Book and is re-published under the Licence for Re-Use of Public Sector Information made pursuant to Directive 2003/98/EC Directive 2013/37/EU of the European Parliament and of the Council on the re-use of public sector information transposed into Irish law by the European Communities (Re-Use of Public Sector Information) Regulations 2005 to 2015.