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Company Constitution (Ireland)

Company Constitution (Ireland — LTD)

CONSTITUTION OF [Company Name]

A Private Company Limited by Shares incorporated under Part 2 of the Companies Act 2014

CRO Number: [CRO Number]

Date of Adoption: [Incorporation Date]

PART 1 — INTERPRETATION AND DEFINITIONS

1.1 In this Constitution, unless the context otherwise requires, the following words and expressions shall have the following meanings:

  • "Act" means the Companies Act 2014 (as amended, extended, or re-enacted from time to time) and any regulations made thereunder.
  • "Board" means the board of directors of the Company from time to time.
  • "Company" means [Company Name] (CRO Number: [CRO Number]).
  • "Constitution" means this Constitution as amended from time to time by special resolution of the Members.
  • "Director" means a director of the Company from time to time appointed in accordance with this Constitution and the Act.
  • "EEA State" means a member state of the European Economic Area (the European Union, Iceland, Liechtenstein, and Norway).
  • "Member" means a holder of Shares in the Company registered in the Register of Members.
  • "Ordinary Resolution" means a resolution passed by a simple majority of the votes of the Members entitled to vote (more than 50%).
  • "Register" means the Register of Members maintained by the Company under s169 of the Act.
  • "Registered Office" means the registered office of the Company from time to time.
  • "Share" means a share in the capital of the Company.
  • "Special Resolution" means a resolution passed by not less than 75% of the votes of the Members entitled to vote, as provided in s191 of the Act.
  • "Table A" means Table A in the First Schedule to the Companies Act 1963, which shall NOT apply to this Company except as expressly incorporated herein.

1.2 Words importing the singular shall include the plural and vice versa. Words importing the masculine shall include the feminine and neuter. References to any statute or statutory provision include that statute or provision as amended, extended, or re-enacted from time to time.

1.3 This Constitution is the single constitutional document of the Company, replacing and superseding any previous Memorandum of Association and Articles of Association, in accordance with s18 of the Act.

PART 2 — COMPANY NAME, TYPE, AND LIABILITY

2.1 Name. The name of the Company is [Company Name].

2.2 Company Type. The Company is a private company limited by shares, incorporated under Part 2 of the Companies Act 2014. The Company is a 'LTD' company within the meaning of s10 of the Act.

2.3 Capacity. Pursuant to s38 of the Act, the Company shall have full and unlimited capacity to carry on and undertake any business or activity, do any act, or enter into any transaction, and for those purposes the Company shall have full rights, powers, and privileges, as a natural person is capable of having. The Company is not required to have an objects clause.

2.4 Liability. The liability of each Member is limited to the amount (if any) unpaid on the Shares held by that Member.

2.5 Private Company Restrictions. The Company shall not offer its Shares or debentures to the public. The right to transfer Shares is restricted in accordance with Part 6 of this Constitution. The number of Members of the Company (excluding employee Members) shall not exceed 149.

PART 3 — REGISTERED OFFICE

3.1 The Registered Office of the Company shall be situated in Ireland at such address as the Board shall from time to time determine.

3.2 The initial Registered Office of the Company is at: [Registered Address], [Registered City], [Registered County], [Registered Eircode], Ireland.

3.3 The Company shall give notice to the Companies Registration Office of any change in the Registered Office within 14 days of such change, in accordance with s50 of the Act.

PART 4 — SHARE CAPITAL AND RIGHTS

4.1 Authorised Share Capital. The authorised share capital of the Company is €[Authorised Shares] divided into [Authorised Shares] ordinary shares of €[Nominal Value Per Share] each (the "Ordinary Shares").

4.2 Rights Attaching to Ordinary Shares. Each Ordinary Share shall carry: (a) the right to receive notice of, attend, speak at, and vote at general meetings of the Company; (b) one vote for each Ordinary Share held on a poll; (c) the right to receive dividends as declared by the Company in accordance with Part 11 of this Constitution; and (d) on a winding up, the right to participate equally in any surplus assets of the Company after satisfaction of all creditors.

4.3 Variation of Rights. The rights attached to any class of Shares may be varied or abrogated with the consent in writing of the holders of not less than three-quarters in nominal value of the issued Shares of that class, or by a special resolution passed at a separate class meeting of the holders of that class, in accordance with s88 of the Act.

4.4 Power to Issue Shares. Subject to the Act and to any rights attached to existing Shares, the Board is authorised to allot and issue Shares up to the amount of the authorised but unissued share capital for such consideration and on such terms as the Board may determine, subject to any pre-emption rights set out in Part 5 of this Constitution.

4.5 Non-Cash Consideration. The Board may accept non-cash consideration for the allotment of Shares, provided that such consideration is independently valued and meets the requirements of s71 of the Act.

PART 5 — ISSUE AND TRANSFER OF SHARES

5.1 Form of Transfer. An instrument of transfer of a Share shall be in writing and shall be executed by or on behalf of the transferor and (where any amount remains unpaid on the Share) by or on behalf of the transferee. The transferor shall remain the holder of the Share until the name of the transferee is entered in the Register of Members.

5.2 Director Approval. The Board may, in its absolute discretion and without giving any reason, decline to register the transfer of a Share to any person. The Board shall decline to register a transfer if such transfer would contravene the pre-emption rights (if applicable) or the restriction on the number of Members set out in clause 2.5.

5.3 Share Certificates. The Company shall issue a share certificate in respect of each allotment or transfer of Shares within two months of allotment or registration of a transfer, in accordance with s99 of the Act.

5.4 Transmission of Shares. On the death of a Member, the survivor(s) of joint holders, or the personal representative(s) of a sole holder, shall be the only person(s) recognised by the Company as having title to the deceased Member's Shares. A personal representative shall be entitled to be registered as a Member or to transfer the Shares to a nominee.

PART 7 — DIRECTORS

7.1 Number of Directors. The Company shall have at least one director. There is no maximum number of directors unless fixed by ordinary resolution of the Members. The first director(s) of the Company are:

  • [Director 1 Name], of [Director 1 Address]
  • [Director 2 Name], of [Director 2 Address]

7.2 EEA Residency Requirement. At all times, at least one director of the Company must be ordinarily resident in an EEA State, in accordance with s137 of the Act. If at any time the Company does not have an EEA-resident director, it must hold a Section 137 bond of €25,000 (or such other amount as the Minister may prescribe) as security for the payment of any fine or penalty that may be imposed on the Company.

7.3 Appointment and Removal. Directors shall be appointed by ordinary resolution of the Members or by the Board to fill a casual vacancy. A director may be removed from office at any time by ordinary resolution of the Members under s146 of the Act, notwithstanding anything in this Constitution or any agreement between the Company and the director. Notice of any such resolution must comply with s146(3) of the Act.

7.4 Retirement. Unless otherwise agreed, a director shall not be required to retire by rotation. A director shall vacate office if: (a) they resign in writing; (b) they become of unsound mind or are committed to an asylum; (c) they become bankrupt or make any arrangement with their creditors; (d) they are prohibited from acting as a director under the Companies Act 2014; (e) they are removed by the Members under clause 7.3; or (f) they absent themselves from board meetings for a continuous period of six months without the consent of the Board.

7.5 Directors' Fiduciary Duties. Every director shall comply with the eight fiduciary duties set out in s228 of the Act, including the duty to act in good faith in the best interests of the company; the duty to act honestly and responsibly; the duty to act in accordance with the Constitution; the duty to avoid conflicts of interest; the duty not to use company property for personal gain; the duty to exercise independent judgement; the duty to avoid restricting the exercise of their independent judgement; and the duty to have regard to the interests of the company's employees.

7.6 Powers of the Board. The management of the business and affairs of the Company is vested in the Board. The Board may exercise all such powers of the Company as are not, by the Act or this Constitution, required to be exercised by the Members in general meeting. The Board may delegate its powers to committees, individual directors, or employees as it thinks fit.

7.7 Board Meetings. The Board shall meet as often as is necessary for the proper management of the Company. A meeting of the Board may be held by telephone, video conference, or other electronic means, provided all participants can hear and speak to each other. A quorum for a board meeting shall be two directors, or, where the Company has only one director, one director.

7.8 Written Resolutions. A resolution in writing signed by all the directors (or by a sufficient number to constitute a quorum) shall be as valid and effective as a resolution passed at a duly convened and held meeting of the Board.

7.9 Remuneration of Directors. The remuneration of directors shall be such as the Members may from time to time determine by ordinary resolution. Directors may also be reimbursed for all reasonable travel, accommodation, and other expenses properly incurred in connection with their duties as directors.

7.10 Conflicts of Interest. A director who has a material personal interest in a matter to be decided at a board meeting shall disclose the nature of the interest at that meeting (or, if already known, at the first board meeting after the director becomes aware of the interest), in accordance with s231 of the Act. Subject to the Act, the interested director shall not vote on the matter and shall not be counted in the quorum for that item.

PART 9 — GENERAL MEETINGS

9.1 Annual General Meeting. The Company shall hold an Annual General Meeting (AGM) once in each calendar year, in accordance with s175 of the Act, unless the Members unanimously agree to dispense with the AGM for a particular year. In the case of a single-member company, the sole member may dispense with the holding of AGMs. Not more than 15 months shall elapse between AGMs.

9.2 Extraordinary General Meetings. The Board may convene an extraordinary general meeting (EGM) whenever it thinks fit. The Board must convene an EGM on requisition by Members holding not less than 10% of the paid-up share capital of the Company, in accordance with s178 of the Act.

9.3 Notice. At least 21 days' written notice (in the case of an AGM) and at least 14 days' written notice (in the case of an EGM) shall be given to each Member, each director, and the auditor (if any) of the Company. Notice shall be given in writing (by post, hand, or email) to each Member at their address as recorded in the Register of Members.

9.4 Quorum. No business shall be transacted at any general meeting unless a quorum is present. Subject to the Act, the quorum shall be two Members (or their proxies) present in person, or, in the case of a single-member company, one Member.

9.5 Voting. Subject to any special rights or restrictions as to voting attached to any class of Shares, on a show of hands every Member present in person (or by proxy) shall have one vote; on a poll, every Member shall have one vote for every Share held.

9.6 Written Resolutions. In accordance with s193 of the Act, a resolution in writing signed by all Members entitled to attend and vote at a general meeting shall be as valid and effective as if it had been passed at such a meeting.

PART 10 — ACCOUNTS, AUDIT, AND ANNUAL RETURN

10.1 Financial Year. The financial year of the Company shall end on [Financial Year End] in each year.

10.2 Accounts. The directors shall cause proper books of account to be kept in accordance with s281–s285 of the Act. The statutory financial statements shall be prepared in accordance with generally accepted accounting practice in Ireland and shall give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Company.

10.3 Audit Exemption. The Company may claim audit exemption under s360 of the Act if it satisfies the criteria prescribed by the Act (meeting at least two of the three criteria for a small company: turnover not exceeding €12 million, balance sheet total not exceeding €6 million, average number of employees not exceeding 50). If the Company is not entitled to audit exemption, it shall appoint a statutory auditor.

10.4 Annual Return. The Company shall deliver an annual return to the CRO in accordance with s343 of the Act. The annual return must be filed on the company's Annual Return Date (ARD), with financial statements attached (where the company is not entitled to file without financial statements).

PART 11 — DIVIDENDS

11.1 Declaration of Dividends. Subject to the Act and to the provisions of this Constitution, dividends shall be declared and paid to Members in proportion to the Shares held by them. Dividends shall be paid in [Dividend Currency]. Dividends shall be declared by [Dividend Approval Method].

11.2 Restrictions on Payment. No dividend shall be declared or paid unless the Company has profits available for distribution in accordance with s117 of the Act. Dividends shall not be paid out of capital.

11.3 Unclaimed Dividends. Any dividend that has remained unclaimed for a period of twelve years from the date on which it became payable shall, if the Board so resolves, be forfeited and shall revert to the Company.

11.4 Dividend Withholding Tax. The Company shall comply with its obligations under the Taxes Consolidation Act 1997 in respect of Dividend Withholding Tax (DWT). Dividends paid to Irish resident individuals are subject to DWT at the rate from time to time applicable (currently 25%). Members are responsible for ensuring they provide the Company with any applicable exemption declarations.

PART 12 — WINDING UP

12.1 If the Company is wound up (whether the liquidation is voluntary or by the court), the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Act, divide among the Members in specie the whole or any part of the assets of the Company.

12.2 For the purpose of clause 12.1, the liquidator may set such value as they deem fair upon any property to be divided and may determine how the division shall be carried out as between the Members or different classes of Members.

12.3 On a winding up of the Company, after payment in full of all creditors of the Company, the surplus assets shall be distributed among the Members in proportion to the nominal capital paid up on the Shares held by them at the commencement of the winding up, subject to any special rights attaching to any class of Shares.

PART 13 — INDEMNITY AND INSURANCE

13.1 Subject to the provisions of the Act, every director, secretary, and other officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by them in defending any proceedings (whether civil or criminal) in which judgment is given in their favour or in which they are acquitted or in connection with any application in which relief is granted to them by the court.

13.2 The Company may purchase and maintain insurance at the expense of the Company for the benefit of any director, secretary, or other officer of the Company against any liability attaching to them in respect of any negligence, default, breach of duty, or breach of trust in relation to the Company, in accordance with s235 of the Act.

13.3 This indemnity shall not apply in respect of any liability arising from fraud, dishonesty, or wilful default of the indemnified person.

PART 14 — SUPPLEMENTAL REGULATIONS AND TABLE A

14.1 Regulations of Table A. Table A (the model regulations set out in the First Schedule to the Companies Act 1963) shall NOT apply to this Company. This Constitution constitutes the sole and entire constitutional document of the Company pursuant to s19 of the Companies Act 2014.

14.2 Amendment of Constitution. This Constitution may be amended by special resolution of the Members passed at a general meeting (or by written resolution signed by all Members). A copy of any amendment, together with a copy of the amended Constitution, must be filed with the CRO within 15 days of its passing, in accordance with s32 of the Act.

14.3 Seal. The Company may (but is not required to) have a common seal. Where the Company has a seal, it shall be affixed to documents only by authority of the Board and in the presence of at least one director, who shall sign every document to which the seal is affixed.

14.4 Electronic Communications. The Company may communicate with Members and others by electronic means (including email) in accordance with the Act and applicable Irish law, including the Electronic Commerce Act 2000.

14.5 Governing Law. This Constitution shall be governed by and construed in accordance with the laws of Ireland. The courts of Ireland shall have exclusive jurisdiction to resolve any dispute arising under or in connection with this Constitution or the internal management of the Company.

This Constitution was adopted by the subscriber(s) to the Constitution of [Company Name] on [Incorporation Date].

CERTIFIED as the Constitution of [Company Name] (CRO Number: [CRO Number]).

Director

________________

Signature

Date: ________________

Director / Company Secretary (if appointed)

________________

Signature

Date: ________________

Witness

________________

Signature

Date: ________________

Maintained by Vladislav Sergienko, Founder·Template last modified: ·Report an error

What Is a Company Constitution (Ireland)?

A Company Constitution in Ireland forms the internal rulebook of the organisation, setting out how it is governed and how decisions are taken, and is governed by the Companies Act 1963.

For private companies limited by shares (the LTD company type under Part 2 of the Act), the constitution replaced the previous two-document structure of memorandum of association and articles of association that had existed since the Companies Act 1963. Under section 19 of the Companies Act 2014, the constitution of an LTD company is a single document that must state the company's name (ending in 'Limited' or its Irish language equivalent 'Teoranta'), that the company is a private company limited by shares registered under Part 2, and the authorised share capital of the company. The LTD company has full and unlimited capacity under section 38 — it no longer requires an objects clause restricting the activities of the company, which is a significant departure from the pre-2014 regime.

The constitution may also contain supplemental regulations that govern the internal management and affairs of the company. These supplemental regulations replace the former Table A articles of association and may cover matters such as the appointment, removal, and powers of directors; the conduct of board meetings and members' meetings; the allotment, transfer, and transmission of shares; pre-emption rights; the declaration and payment of dividends; the appointment of a company secretary; the use of the company seal; the indemnification of officers; and the winding up of the company.

One of the most significant innovations of the Companies Act 2014 is the concept of replaceable rules. Part 2 of the Act contains numerous default rules that apply to LTD companies unless the constitution provides otherwise. This means that a company may adopt a minimal constitution (relying on the statutory defaults) or a thorough constitution that modifies, supplements, or displaces the default rules to suit the particular requirements of the company and its shareholders. The flexibility of the replaceable rules system allows companies to tailor their governance arrangements to their specific needs without requiring a bespoke legislative framework.

The Companies Act 2014 also codified directors' duties for the first time in section 228, imposing eight principal duties on every director, including the duty to act in good faith in the interests of the company, to act honestly and responsibly, and to exercise reasonable care, skill, and diligence. These duties are incorporated by reference into every company constitution and apply to all directors — executive and non-executive — regardless of whether the constitution specifically addresses them. Breach of directors' duties can result in personal liability to the company and, in cases of serious misconduct, restriction or disqualification proceedings under Part 14 of the 2014 Act.

The Companies Act 2014 was further amended by the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, which commenced on 3 December 2024, enhancing governance, administration, insolvency, enforcement, and supervision provisions. The Company Registration Office (CRO), located in Dublin, is the statutory body responsible for the incorporation and registration of companies in Ireland under the Companies Registration Office Act 1963 and the Companies Act 2014. The constitution must be filed with the CRO as part of the incorporation process (accompanied by a completed Form A1 and the prescribed registration fee), and any subsequent amendments must also be filed with the CRO within 15 days of the resolution authorising the amendment. The CRO maintains a publicly accessible online register (the CORE system) where any person may inspect a company's constitution, annual returns, and financial statements.

For companies with investors or multiple shareholders, the constitution is typically supplemented by a shareholders' agreement that addresses matters the parties wish to keep private and confidential — such as information rights, reserved matters requiring investor consent, anti-dilution provisions, and drag-along and tag-along rights — which are not required to be filed at the CRO. The constitution and the shareholders' agreement together form the thorough governance framework of the company.

When Do You Need a Company Constitution (Ireland)?

An Irish Company Constitution is required whenever a new private company limited by shares (LTD) is being incorporated in Ireland under Part 2 of the Companies Act 2014. The constitution is a mandatory document that must be delivered to the Company Registration Office (CRO) as part of the application for incorporation, and no LTD company can be incorporated without one.

You need a Company Constitution when you are: incorporating a new private company limited by shares in Ireland, whether as a start-up, a trading company, a holding company, or a special purpose vehicle; converting an existing company from one company type to another under Part 20 of the Companies Act 2014 (for example, converting from a DAC to an LTD, or from an unlimited company to an LTD); restructuring an existing company's governance arrangements by amending the constitution to update its share capital, director appointment provisions, or transfer restrictions; or preparing a shareholders' agreement in conjunction with the constitution to govern the relationship between the shareholders of the company.

For founders and entrepreneurs, the company constitution is the starting point for establishing the governance framework of their business. The constitution, together with any shareholders' agreement, determines the balance of power between directors and shareholders, the rights attaching to different classes of shares, the restrictions on the transfer of shares, and the processes for making decisions about the company's affairs.

For investors (including venture capital and private equity investors), the company constitution is one of the key documents reviewed and negotiated as part of any investment transaction. Investors typically require amendments to the constitution to create new classes of shares with preferential rights (such as preference shares with a liquidation preference, anti-dilution protection, and conversion rights), to provide investor-appointed directors with veto rights over specified reserved matters, and to impose restrictions on the transfer of shares.

For existing companies that were incorporated before the commencement of the Companies Act 2014 on 1 June 2015, the transition provisions in Part 2 required companies to adopt a new-form constitution to transition to the LTD company type. Companies that did not voluntarily re-register were deemed to have become DACs (Designated Activity Companies) under Part 16 of the Act, and may wish to convert to LTD status by adopting a new constitution.

In all cases, the constitution should be drafted in conjunction with a solicitor experienced in Irish company law to confirm compliance with the Companies Act 2014 and to address the specific commercial requirements of the company and its shareholders.

What to Include in Your Company Constitution (Ireland)

A thorough Irish Company Constitution for an LTD company under Part 2 of the Companies Act 2014 should address several essential provisions.

The company name and type clause states the registered name of the company (which must end with 'Limited' or its Irish equivalent 'Teoranta' under section 26 of the 2014 Act) and confirms that the company is a private company limited by shares registered under Part 2 of the Companies Act 2014. Unlike a Designated Activity Company (DAC), an LTD company has full and unlimited capacity to carry on any activity (section 38) and does not require an objects clause.

The share capital clause specifies the authorised share capital of the company — the maximum number and nominal value of shares the company is authorised to issue. The clause should specify the classes of shares (ordinary, preference, or other classes), the nominal value per share, and the rights attaching to each class, including voting rights, dividend entitlements, and rights on a return of capital in a winding up. The constitution may provide for the creation of additional classes of shares by ordinary or special resolution.

The directors' powers and appointment clause governs the appointment, removal, and powers of directors. Under section 128 of the 2014 Act, an LTD company must have at least one director (and a separate company secretary). The constitution typically provides for the appointment of directors by ordinary resolution of the members, the power of the directors to manage the business of the company, the rotation and retirement of directors, the quorum for board meetings, and the procedures for board decisions (including written resolutions under section 161). The constitution should also address conflicts of interest, noting the directors' obligation to disclose interests in contracts under sections 231-233 of the 2014 Act.

The members' meetings and resolutions clause sets out the procedures for convening and conducting general meetings of the members, the notice requirements, the quorum, the voting procedures (show of hands or poll), and the majorities required for ordinary resolutions (simple majority) and special resolutions (75% majority) under section 191. The constitution should also provide for the passing of resolutions by written means under section 193, which is particularly useful for single-member companies and small companies where formal meetings are impractical.

The transfer of shares clause governs the process by which shares may be transferred from one person to another. The default rule under section 95 of the 2014 Act gives the directors the right to refuse to register a transfer of shares. The constitution may modify this — for example, by imposing pre-emption rights (rights of first refusal) requiring a selling member to offer shares to existing members before transferring to a third party, and by specifying the mechanism for determining the fair value of the shares.

The dividends clause specifies how and when dividends may be declared and paid. Under section 117 of the 2014 Act, dividends may only be paid out of profits available for distribution. The constitution typically provides for the declaration of interim dividends by the directors and final dividends by the members in general meeting.

The company secretary clause addresses the appointment and duties of the company secretary, who is responsible for maintaining the company's statutory registers, filing annual returns (Form B1) with the CRO under section 343, and confirming compliance with the company's filing and record-keeping obligations under the Act.

The winding up clause specifies the procedures for the voluntary winding up of the company and the distribution of assets to members in proportion to their shareholdings (or in accordance with the rights attaching to different classes of shares). The forms-legal.com Company Constitution (Ireland) template covers the mandatory elements under Companies Act 2014.

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BibTeX
@misc{formslegal-company-constitution-ireland,
  author       = {{Forms Legal}},
  title        = {Company Constitution (Ireland) (Ireland)},
  year         = {2026},
  howpublished = {\url{https://forms-legal.com/ireland/business/corporate/company-constitution-ireland}},
  note         = {Free legal document template. Based on Companies Act 2014}
}

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