Formation

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Incorporation

A company is incorporated following the delivery of certain documents to the Companies Registration Office. Subject to compliance with statutory requirements, a company is incorporated by issue a certificate of incorporation. The certificate, now in electronic form, is conclusive evidence that the company is duly registered and exists.

The constitution must set out

  • the name of the company
  • the type of company
  • its objectives if applicable
  • liability of its members
  • share capital divided into the number of shares which are value

There must be furnished and confirmed

  • details of its registered office and  where its central administration is carried out
  • confirmation of a resident director or alternatively a bond to the value of €25,000 (to cover penalties) or comliance with other conditions, if no EEA director
  • completed application form.

Constitution

Every company must have a constitution which is signed by the initial subscribers. The basic forms are prescribed in accordance with the type of company by the Companies Act. The constitution of the company defines what it does and any limits on its activities and sets out its internal rules operational and other rules.

The memorandum and articles of association are collectively called the constitution. The memorandum is the principal document. The articles of association broadly comprise internal rules. The Companies Act 2014 has codified most of the internal rules which were formerly commonly comprised in articles of association. The standard/default rules in the Companies Act may be modified by the constitution in most cases. The Companies Act sets out which provisions may be modified and which are mandatory.

Initial Directors

The directors are the persons appointed by the members/shareholders to control and manage the company on the members’ behalf. The must be at least one director in the case of a private limited company although more commonly, there are two or more directors. Several of the other types of company requires at least two directors.

A director must be at least 18 years of age and not be disqualified on various grounds. Particulars of the appointment of a director must be filed with the Companies Registration Office within 14 days. Similarly, changes such as resignations of officers and changez of particulars, must also be registered within 14 days.

There must be a company secretary which may be an individual or a company. The company secretary may also be a director.