Ireland · Forming the company and its constitution

Forming a private company limited by shares: the constitution, the subscribers and registration

the Companies Act 2014 · sections 17 to 24, and Schedules 1, 7 to 13, 16 and 21

The constitution of an LTD must state the company name, that it is a private company limited by shares registered under Part 2, that the liability of its members is limited, the position on share capital, and the number of shares taken by each subscriber, which may not be fewer than one (section 19(1)). It must be divided into consecutively numbered paragraphs and either signed by each subscriber before an attesting witness or authenticated under section 888 (section 19(2)).

The second trap is the filing that travels with the constitution. The statement delivered under section 21(1) has to be signed by or on behalf of every subscriber, or authenticated under section 888, and it must carry the consent of each person named in it as a director or secretary (section 22(9)). Where nobody named is resident in an EEA state, a bond under section 137(2) must be delivered at the same time (section 22(6)). A person who is disqualified and who is named as an officer must see that a separate statement in the prescribed form accompanies the filing (section 23(2)).

Membership of an LTD is capped at 149 people, and the section itself lists the persons who are left out of that count (section 17(4)). An LTD may not carry on the activity of a credit institution or an insurance undertaking (section 18(2)). Once registered, the company may amend its constitution only in the cases, in the manner and to the extent for which the Act makes express provision (section 20). Where an amendment touches share capital or another matter listed in section 19(1), the constitution must state that matter as it stands after the amendment (section 19(3)).

The Schedules carry the model documents. Schedule 1 holds the form of constitution for an LTD, and Schedules 7 to 13, 16 and 21 hold the corresponding forms and requirements for the other company types, each with its own signature or authentication block. Schedule 10 paragraph 5 sets the undertaking every member of a company limited by guarantee gives, which continues to bind a person for one year after that person ceases to be a member, if the company is wound up in that year.

Working file 1 of the IE-COMPANY agent toolkit runs first. It interviews the company about its type, its registration, its capital and its officers, builds the company passport, and records in that passport which of the 215 sections apply. No other section starts without the passport. Working file 2 works through the statements and consents delivered to the Registrar on incorporation, and Working file 215 works through the Schedule requirements for the model constitution of the company type the passport records.

• Working file 1 · Formation of the private company limited by shares and the form of its constitution
• Working file 2 · Statements and declarations delivered to the Registrar on incorporation
• Working file 215 · The model constitutions and the Schedule requirements for particular company types

ComplianceSME tracks the Companies Act 2014 and updates the toolkit on your account through the Compliance Complete account, so that you are never working from a superseded version. Compliance Complete

• Company names, name changes and misleading trading names
• The registered office, the company seal and delivery of documents to the Registrar

The Irish library holds all 75 situations →