Companies

01. What is a company?

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.

02. Why set up a company?

Many business people find the company structure a suitable vehicle to run their business. Limited liability is considered one of the main reasons that businesses operate through a registered company.  Usually the owners of a limited company cannot be held personally responsible for every unpaid debt of the company.  Nevertheless, there may be other material factors in the decision as to whether or not to incorporate.  People in deciding on this choice should take professional advice as to whether this is suitable in all the circumstances. 

03. Where do I register a company?

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

 

04. What is the Constitution of a 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.   

05. What is the Memorandum of a company?

The memorandum of association is the principal constitution document by which a company's registration is achieved. The format will be in accordance with the relevant section and associated schedule of the Companies Act and contain the mandatory requirement, such as: its name, its type, its objects, liability of members and its capital.

06. What are the Articles of Association?

The articles of association are the publicly registered internal rules which bind the company with its members. The standard internal rules of a company are now codified in the companies act which alleviates the need to have extensive articles in the constitution.  However, it should be noted where a company adopt the standard articles without any exclusion or modification to the optional rules, all the provision including the standard and optional provisions will apply.

07. Can the Constitution be amended?

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

08. Are there different types of company structures?

Yes. There are a number of different types of company structures provided for under the Companies Act.  Company structures can be broadly classified as either private companies or public companies with limited or unlimited liability.  All companies are fully liable for the debts that they incur. The owners of limited liability companies are liable only for the company's debt up to the amount they agreed to contribute to the company and the owners of unlimited companies are liable for the company's debts without any limit.

09. Are companies required to have a registered office in the State?

Yes.  A company is obliged to have a registered office in the State to which all communications and notices may be addressed.  Notice of a changed of the registered office is required to be filed with the CRO on Form B2 within 14 days of the change. See more information on - https://www.cro.ie/Services/E-Filing/Mandatory-E-Filing-Annual-Return

 

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