Companies

A company is a legal form of entity that acquires its corporate status through the process of incorporation - registering the appropriate forms with the Companies Registration Office (CRO).  Once incorporated, the company becomes a separate and distinct legal entity from its owner.

Please see ODCE Information Booklet and Quick Guide on Companies

Many business people find the vehicle of the company a suitable method for carrying out their business.  Limited liability is one of the main reasons that businesses operate through a registered ocompany.  The owners of limited liability companies cannot ordinarily be made personally responsible for all of the company's unpaid liabilities.  However, there may be other factors relevant in the decision whether to incorporate or not.  Those considering this option should obtain professional advice as to whether it is appropriate for their particular circumstances.

All Irish companies are registered in the Companies Registration Office (CRO), which is where all companies registered in the State must lodge relevant documents. Information on registering a company and undertaking online searches of companies is available on the CRO Website at http://www.cro.ie/ena/business-registration-company.aspx

The Constitution of a company comprises two documents, namely the Memorandum of Association and the Articles of Association. Together they form the primary rules and regulations of the company. Both documents are essential formation documents and are lodged with the Companies Registration Office (CRO) when a company is being incorporated.

The Memorandum of Association is the principal document which gives effect to a company’s registration and includes the five compulsory clauses: Name, Objects, Liability, Capital and Association.

The Articles of Association are the internal rules of the company and govern the relations between the company and its members. Private companies limited by shares are not obliged to register articles with the CRO. If no articles are registered the first schedule (Table A) of the Companies Act 1963 will automatically be deemed to apply to the company.

Yes. A company can adopt or alter their own articles so long as they do not conflict with any minimum standards set down in the Companies Acts. What is required is a special resolution passed by a 75% qualified majority of members present at a duly convened AGM or EGM of the company. The precise terms of the intended alteration, and the purpose and consequences of the change should be specified in the notice convening the relevant meeting. The changed Articles and special resolution (Form G1) must be filed with the CRO within 15 days after the meeting.

Yes. There are a number of different types of company structure provided for under the Companies Acts. These can be broadly classified as either; private or public companies, with or without limited liability. Every company structure is a combination of these company types, with the most popular company type being the private limited company followed by a guarantee company without a share capital.

Yes. All Irish registered companies are required to have a registered office in the State to which all communication and notices may be addressed. Any change in the registered office should be sent on Form B2 to the CRO within 14 days of its happening.

No. It is important to stress that management companies have no special meaning and are in no way a requirement of company law. There is nothing in the Companies Acts which states that a management company must be brought into existence in connection with any multi-unit development, and some multi-unit developments exist which do not have a management company associated with them. Furthermore, it is an important to point out and emphasise that there is no special body of company law that applies solely to management companies.

A management company is a company set up to manage a multi-unit development. It usually owns the common areas of the development such as: car parks, green space, stairwells, lifts and communal hallways and maintains them for the benefit of all property owners and typically provides for insurance cover. On acquiring a unit within the development, in addition to the apartment or house such person also shares ownership of the common areas. Stemming from this, it is usually a condition of the contract that the purchaser is obliged to become a member of the management company.

Please see ODCE Property Management Summary Booklet and Handbook on this website.

The legal source from which management companies derive their operational and functional role is set out in the title deeds of the property as well as the contract of purchase of the property. The fact that the intended functions of a management company have their roots in the title deeds is one from which an important legal consequence flows. They do not flow from the company law relationship that exists between the management company and its members.