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Entrenched Articles Of Association

Entrenched Articles Of Association Template for Ireland

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Key Requirements PROMPT example:

Entrenched Articles Of Association

"Need to draft Entrenched Articles of Association for a new Irish technology startup launching in March 2025, with specific focus on protecting founder voting rights and including provisions for future venture capital investment rounds."

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Document background
Entrenched Articles of Association are utilized when a company wishes to provide enhanced protection for certain fundamental provisions of its constitution under Irish law. This document is particularly relevant for companies where founders or key stakeholders want to ensure that crucial aspects of the company's governance structure, shareholder rights, or operational procedures cannot be easily modified without meeting specific, more stringent requirements. The entrenchment provisions, governed by Section 32 of the Companies Act 2014, make certain articles more difficult to amend by requiring special procedures, higher voting thresholds, or additional conditions beyond the standard special resolution. This approach is commonly used in joint ventures, family businesses, or companies with complex shareholder arrangements where maintaining certain fundamental principles is crucial to the company's long-term stability and stakeholder interests.
Suggested Sections

1. Interpretation: Definitions of terms used throughout the Articles and rules of interpretation

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

3. Share Capital and Rights: Details of share capital structure, classes of shares, and associated rights

4. Share Certificates: Provisions regarding the issuance and replacement of share certificates

5. Transfer of Shares: Rules and procedures for transferring shares, including any restrictions

6. Transmission of Shares: Provisions for transmission of shares in case of death or bankruptcy

7. Alteration of Share Capital: Procedures for changing the company's share capital structure

8. General Meetings: Rules for conducting general meetings, including notice requirements and proceedings

9. Voting Rights: Procedures for voting at meetings and shareholder voting rights

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

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

12. Secretary: Appointment and duties of the company secretary

13. Dividends: Rules for declaring and paying dividends

14. Accounts: Requirements for maintaining and auditing company accounts

15. Notices: Rules for serving notices to members and communications

16. Winding Up: Provisions for company dissolution and distribution of assets

17. Indemnity: Indemnification of officers and directors

18. Entrenchment Provisions: Specific articles that are entrenched and the special procedures for their amendment

Optional Sections

1. Preferred Shares: Additional provisions for preferred shares if the company issues multiple share classes

2. Pre-emption Rights: Detailed pre-emption rights provisions for share transfers and new issues

3. Tag-Along Rights: Provisions protecting minority shareholders in case of share sales

4. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in sale

5. Share Option Schemes: Framework for employee share option schemes if applicable

6. Alternate Directors: Provisions for appointment and powers of alternate directors

7. Electronic Communications: Specific provisions for electronic meetings and communications

8. Cross-Border Merger: Provisions facilitating cross-border mergers for international companies

9. Conflicts of Interest: Detailed procedures for handling director conflicts of interest

Suggested Schedules

1. Schedule 1: Share Capital History: Detailed history of share capital changes and structures

2. Schedule 2: Proxy Form: Standard form for appointing proxies for general meetings

3. Schedule 3: Share Certificate Format: Template and requirements for share certificates

4. Schedule 4: Notice Requirements: Detailed procedures for giving various types of notices

5. Schedule 5: Director's Written Resolution: Template for written resolutions of directors

6. Appendix A: Entrenchment Procedures: Detailed procedures for amending entrenched provisions

7. Appendix B: Special Majority Requirements: Table of voting thresholds for different types of decisions

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

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Real Estate

Retail

Energy

Transportation

Media and Entertainment

Education

Construction

Agriculture

Telecommunications

Biotechnology

Relevant Teams

Legal

Corporate Governance

Board of Directors

Company Secretariat

Compliance

Risk Management

Corporate Affairs

Executive Management

Shareholder Relations

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Chief Financial Officer

Corporate Governance Officer

Risk Manager

Company Director

Managing Director

Board Chairman

Legal Director

Corporate Affairs Director

Shareholder Relations Manager

Industries







Teams

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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