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Company's Articles Of Association

Company's Articles Of Association Template for Ireland

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Key Requirements PROMPT example:

Company's Articles Of Association

"I need Articles of Association for a new Irish private limited company being incorporated in January 2025, with a simple share structure and standard governance provisions suitable for a small technology startup with three founding shareholders."

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Document background
The Company's Articles of Association serves as a crucial constitutional document required when establishing or modifying a company's structure in Ireland. This document must comply with the Companies Act 2014 and is filed with the Companies Registration Office as part of the company's constitution. It contains essential provisions governing the company's internal management, including share rights, director appointments, meeting procedures, and decision-making processes. The Articles of Association is particularly important during company formation, corporate restructuring, or when implementing governance changes. It provides the framework for how the company operates and protects the interests of shareholders while ensuring compliance with Irish corporate law requirements.
Suggested Sections

1. Interpretation: Definitions of terms used throughout the Articles and rules for interpreting the document

2. Company Name and Type: Statement of company name and type (e.g., private company limited by shares)

3. Share Capital: Details of authorized share capital, classes of shares, and rights attached to shares

4. Share Rights and Transfers: Rules governing share rights, transfer procedures, and restrictions

5. Lien on Shares: Company's rights over partly paid shares

6. Calls on Shares: Procedures for making calls on partly paid shares

7. General Meetings: Rules for convening and conducting general meetings, including notice requirements

8. Proceedings at General Meetings: Procedures for general meetings, including voting and quorum requirements

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

10. Powers and Duties of Directors: Scope of directors' authority and responsibilities

11. Directors' Meetings: Procedures for board meetings, including voting and quorum requirements

12. Secretary: Appointment and duties of the company secretary

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

14. Accounts: Requirements for maintaining and auditing company accounts

15. Notices: Rules for giving notices to members

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

Optional Sections

1. Pre-emption Rights: Detailed provisions for existing shareholders' rights to purchase new shares - typically included for private companies

2. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders in sale situations - useful for companies with multiple shareholders

3. Share Classes and Rights: Detailed provisions for multiple share classes - needed when company has different types of shares

4. Electronic Communications: Provisions for electronic notices and meetings - recommended for modern companies

5. Alternate Directors: Provisions for appointment of alternate directors - useful for larger boards

6. Shareholders' Reserved Matters: List of decisions requiring shareholder approval - important for companies with significant minority shareholders

7. Cross-Border Merger Provisions: Specific provisions for cross-border mergers - needed for companies planning international operations

8. Investment Company Provisions: Special provisions for investment companies - required if company will operate as an investment vehicle

Suggested Schedules

1. Schedule 1: Model Articles Exclusions: List of Companies Act 2014 model articles that are excluded or modified

2. Schedule 2: Share Rights: Detailed description of rights attached to different share classes

3. Schedule 3: Proxy Form: Standard form for appointing proxies for general meetings

4. Schedule 4: Reserved Matters: Detailed list of matters requiring special approval procedures

5. Schedule 5: Share Transfer Notice: Standard form for notifying the company of share transfers

6. Appendix A: Initial Shareholders: List of founding shareholders and their initial shareholdings

7. Appendix B: Adoption Resolution: Copy of the resolution adopting these Articles

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions














































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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Energy

Transportation

Construction

Agriculture

Education

Telecommunications

Media

Hospitality

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Leadership

Compliance

Corporate Secretariat

Risk Management

Administrative

Regulatory Affairs

Relevant Roles

Company Secretary

Corporate Lawyer

Legal Counsel

Chief Executive Officer

Chief Legal Officer

Compliance Officer

Board Director

Managing Director

Company Director

Corporate Governance Officer

Legal Administrator

Board Chairman

Chief Financial Officer

General Counsel

Corporate Secretary

Industries







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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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