A company is a legal structure created, by a person or persons, through the process of incorporation. It commences with the delivery - to the Companies Registration Office (CRO) of constitution documents for registration. Once incorporated, the company is a separate legal entity to that of its owners.
Please refer to ODCE Information Booklet and Quick Guide on Companies.
All Irish companies are registered in the Companies Registration Office (CRO) in accordance with, and in compliance with, the relevant section of the Companies Act. More information on registering a company is available on the CRO website at: https://www.cro.ie/Registration/Company
A company's very existence is achieved by a person or persons subscribing to a constitution. The constitution is the internal rulebook and statutory contract that binds the company and its members. It sets out the basic legal rules under which it operates, such as activity, capacity, finance and internal rules.
Every company must have a constitution which is set out in accordance with the Companies Act and relevant schedule thereof. The constitution of a company (excluding a LTD - which has a single document constitution) comprises of the memorandum and articles of association. With the memorandum being the principal constitution document and the articles the publicly registered internal rules.
Yes. A company may by special resolution amend its constitution by placing before members the proposed amendments, to vote on, at a duly convened general meeting. All the members of a company and any other person entitled to attend and vote at the meeting are entitled to notice of the meeting. A special resolution is passed when a qualified majority of not less than 75% of the votes cast by members in person or by proxy are in favour of the proposal.
Form G1 (special resolution) is required to be filed in the CRO. More information on filing the resolution are available on the CRO website: https://www.cro.ie/Post-Registration/Company/Memo-and-Arts-Change
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