Required Steps

This section sets out the conditions upon which the company is granted incorporation. It must contain provisions dealing with certain matters e.g. the name of the company and, if it is a company with limited liability, that fact must be also stated.

A private company limited by shares (LTD company), being a company incorporated under the Companies Act 2014 has a one document constitution. This consists of the articles of association. An LTD company does not have a memorandum of association as there are no stated objects for an LTD company. It can engage in any allowed business. Schedule 1 to the Companies Act 2014 sets out the format of the constitution of a Private company limited by shares.

All other company types have a two document constitution which includes a memorandum and articles of association. The format of the constitution is set out in the relevant schedule to the Companies Act.
Examples of of constitutions can be found on the Irish Statute Book website.

 
Articles of association
This document sets out the rules under which the company proposes to regulate its affairs. Articles must be printed and divided into paragraphs and numbered consecutively.

The CRO does not provide drafts of the constitutions – (memorandum or articles of association) to be used by companies. Samples of these documents may be obtained from legal stationers, accountants, solicitors or company formation agents.

Documents are processed in chronological order and are subject to checks. Documents returned for correction are processed according to their date of re-submission to the CRO.

Persons wishing to incorporate new companies are required to classify the principal activity of the company using Nace code classification (PDF) for economic activities. 

• The constitution must comply with the Companies Act 2014, and must be printed in clear black print on durable paper. The paragraphs must be numbered consecutively.
• The correct statute, e.g. ‘Companies Act 2014’, must be cited.
• If the company is a Designated Activity Company or a Company Limited by Guarantee and has not claimed the exemption under section 971(1)/1180(1) Companies Act 2014, the full name of the company followed by Designated Activity Company, Cuideachta Ghníomhaíochta Ainmnithe or Company Limited by Guarantee/Cuideachta faoi Theorainn Ráthaíochta as applicable, must be given; Abbreviations to DAC, cga, CLG or cft. are not acceptable.
• The company name must exactly match that on Form A1.
• The main objects of the company must be stated and must correspond with the principal activity identified in Form A1 (unless the company is a LTD company which does not have objects).
• Except in the case of an unlimited company and a guarantee company without share capital, the nominal capital of the company must be stated in the constitution. In the case of a guarantee company, whether without or with a share capital, the constitution must contain a statement that each member undertakes to contribute to the assets of the company in the event it is being wound up while he/she is a member, or within one year after he/she ceases to be a member, for payment of the debts and liabilities of the company contracted before he/she ceases to be a member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount. There is however an allowance for a LTD company – Private company limited by shares registered under Part 2 of the Companies Act 2014. Instead of the amount of the share capital which it proposes to register and its division of that capital, it can instead state that the share capital of the company shall, at the time of its registration, stand divided into shares of a fixed amount.
• In the case of a public limited company, the constitution must state that the company is to be a public limited company, as well as the amount of share capital (minimum €25,000) with which the company proposes to be registered and its division into shares of a fixed amount.
• The constitution must be signed by the subscribers, their addresses and descriptions) must be stated and their signatures witnessed and dated. With the exception of guarantee companies, each subscriber must handwrite the number of shares he/she will take (not less than one share). The law prohibits the following matters:
  Banking objects are not permitted unless a licence has been obtained from the Central Bank of Ireland.
  A company is excluded from holding a bookmaker’s licence under the Betting Acts 1926-1931.
  A company cannot act as director, auditor, receiver or liquidator for another company.
  It is not permitted to carry on the business of insurance or re-insurance unless the Insurance Acts have been complied with. Where the business of insurance or re-insurance is mentioned in the objects of a company, the applicant must submit confirmation to the CRO that the Department of Business, Enterprise and Innovation (Insurance Financial Supervision Section) has acknowledged notice under section 22(1)(b) Insurance Act 1989.
  A credit union, trade union or building society cannot be incorporated as a limited company.
  Broadcasting is prohibited unless the permission of the Broadcasting Authority of Ireland has been obtained.

• Registration
• Methods of Registration.
• Incidental Obligations
• Company Name
• The Registered Office of the company
• Disclosure and Publication Requirements
• Activities in the State
• Company Officers