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The Articles of Association and Memorandum of Association are required foundational documents that must be filed with the Companies Registration Office (CRO) when establishing any company in Ireland. These documents serve as the company's constitution and are mandated by the Companies Act 2014. They define everything from the company's basic identity to its internal operations, including share capital structure, shareholder rights, management procedures, and decision-making processes. While the Companies Act 2014 provides model articles that companies can adopt, many organizations choose to customize these documents to better suit their specific needs while ensuring compliance with Irish law. The Memorandum of Association primarily deals with external matters, while the Articles of Association focus on internal governance. These documents are crucial reference points throughout the company's lifetime and may need to be amended as the company evolves.

1. Memorandum of Association: States the company's name, registered office location, objects clause (if any), statement of limited liability, and share capital details

2. Interpretation: Defines key terms used throughout the documents and sets rules for interpretation

3. Share Capital and Variation of Rights: Details the company's share capital structure, classes of shares, and rights attached to different share classes

4. Share Certificates: Procedures for issuing and replacing share certificates

5. Lien on Shares: Company's rights over shares where shareholders owe money to the company

6. Calls on Shares: Procedures for requiring shareholders to pay unpaid amounts on partly paid shares

7. Transfer of Shares: Rules and procedures for transferring shares between parties

8. Transmission of Shares: Procedures for handling shares in case of death or bankruptcy of a shareholder

9. Forfeiture of Shares: Circumstances and procedures for share forfeiture

10. General Meetings: Rules for calling and conducting shareholder meetings

11. Proceedings at General Meetings: Procedures for conducting meetings, voting, and passing resolutions

12. Directors: Appointment, removal, powers, and duties of directors

13. Directors' Meetings: Procedures for board meetings and decision-making

14. Secretary: Appointment and duties of the company secretary

15. Dividends and Reserves: Rules for declaring and paying dividends

16. Accounts: Requirements for maintaining and auditing company accounts

17. Capitalisation of Profits: Procedures for converting profits into capital

18. Notices: Rules for giving notices to members

19. Winding Up: Procedures for company dissolution and asset distribution

20. Indemnity: Protection of officers and directors from liability