All Countries
Corporate Governance
Certificate Of Incorporation And Memorandum And Articles Of Association

Certificate Of Incorporation And Memorandum And Articles Of Association Template for Ireland

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Certificate Of Incorporation And Memorandum And Articles Of Association

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Certificate Of Incorporation And Memorandum And Articles Of Association

"I need a Certificate of Incorporation and Memorandum and Articles of Association for a standard private limited company to be incorporated in Ireland by March 2025, with a single share class and basic governance structure for a small tech startup with three founding shareholders."

Celebrated by
Collaborations with
Investors
Document background
The Certificate of Incorporation and Memorandum and Articles of Association are fundamental documents required for establishing a company in Ireland. These documents are filed with and approved by the Companies Registration Office (CRO) during the company formation process. The Certificate of Incorporation serves as official proof of the company's existence, while the Memorandum and Articles of Association outline the company's internal constitution, including its objectives, powers, and governance structure. These documents must comply with the Companies Act 2014 and are essential for defining shareholder rights, director responsibilities, and operational procedures. They serve as a reference point for all corporate actions and decisions throughout the company's lifetime and are frequently consulted during corporate transactions, dispute resolution, and governance matters.
Suggested Sections

1. Certificate of Incorporation: Official document certifying the company's incorporation, including company name, registration number, and date of incorporation

2. Memorandum of Association: Sets out the fundamental features of the company including company name, type of company, objects clause (if any), and liability clause

3. Company Name and Type: Specifies the company's name and its type (e.g., private company limited by shares)

4. Registered Office: States the situation of the registered office of the company in Ireland

5. Share Capital: Details of the company's authorized share capital, including types and classes of shares

6. Members' Liability: Statement on the limited liability of members

7. Articles of Association: Contains the internal rules for company governance and operation

8. Directors and Secretary: Provisions regarding appointment, removal, and powers of directors and company secretary

9. Meetings: Rules for conducting general meetings and board meetings

10. Shares: Detailed provisions regarding share transfers, rights, and certificates

11. Voting Rights: Rules governing voting at meetings and shareholder resolutions

12. Dividends and Reserves: Provisions for declaration of dividends and maintenance of reserves

Optional Sections

1. Objects Clause: Optional since Companies Act 2014 - states the purposes for which the company is formed (only required if company wishes to restrict its activities)

2. Share Premium Account: Required only if company plans to issue shares at a premium

3. Alternate Directors: Provisions for appointment of alternate directors - optional but common in larger companies

4. Different Classes of Shares: Required only if company will have multiple share classes with different rights

5. Electronic Communications: Optional provisions for electronic notices and meetings

6. Pre-emption Rights: Optional provisions giving existing shareholders first right to purchase new shares

7. Drag-along and Tag-along Rights: Optional provisions typically included for companies expecting future investment or sale

Suggested Schedules

1. Schedule 1 - Initial Subscribers: Details of the original subscribers to the company's shares including names, addresses, and shareholdings

2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes and rights if multiple share classes exist

3. Schedule 3 - Initial Directors and Secretary: Details of first directors and company secretary including required personal information

4. Schedule 4 - Form of Share Certificate: Template for the company's share certificates

5. Schedule 5 - Proxy Form: Standard form for appointing proxies for general meetings

6. Appendix 1 - Adoption Resolution: Copy of the resolution adopting the Articles of Association

7. Appendix 2 - Company Seal: Specimen of the company seal and rules for its use

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Clauses
Company Name and Form
Registered Office
Objects and Powers
Limited Liability
Share Capital
Share Rights and Restrictions
Share Transfers
Share Certificates
Lien on Shares
Calls on Shares
Forfeiture of Shares
Transmission of Shares
Alteration of Share Capital
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Votes of Members
Directors Appointment
Directors Powers and Duties
Directors Interests
Directors Proceedings
Secretary
Dividends and Reserves
Capitalization of Profits
Accounts
Audit
Notices
Winding Up
Indemnity
Amendment of Articles
Company Seal
Authentication of Documents
Electronic Communications
Borrowing Powers
Relevant Industries

All Business Sectors

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Construction

Energy

Transportation

Education

Real Estate

Agriculture

Entertainment

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Compliance

Risk Management

Board of Directors

Executive Leadership

Corporate Governance

Administrative

Finance

Investment

Business Development

Relevant Roles

Company Director

Company Secretary

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Compliance Officer

Risk Manager

Board Member

Company Administrator

Corporate Governance Officer

Shareholder

Investment Manager

Business Development Manager

Corporate Services Manager

Industries
Companies Act 2014: The primary legislation governing company law in Ireland, which sets out the fundamental requirements for company incorporation, structure, and governance
Company Law Enforcement Act 2001: Establishes enforcement mechanisms and compliance requirements for Irish companies
European Communities (Companies) Regulations 2012: Implements EU company law directives into Irish law and affects various aspects of company formation and operation
Companies (Statutory Audits) Act 2018: Regulates statutory audit matters and corporate governance requirements that need to be reflected in the company's constitution
Business Names Act 1963: Governs the registration and use of business names in Ireland
Companies (Amendment) Act 2017: Contains updates to the primary Companies Act that affect incorporation documents and company constitution requirements
CRO Guidelines and Directives: Administrative requirements and formal specifications for incorporation documents issued by the Companies Registration Office
Data Protection Act 2018: Implements GDPR requirements that need to be considered in company formation documents, particularly regarding record-keeping and data processing
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

Find the exact document you need

Company Limited By Guarantee Model Articles

Irish Model Articles for a Company Limited by Guarantee, establishing the company's governance framework under Irish Companies Act 2014.

find out more

Entrenched Articles Of Association

Irish law-governed constitutional document with entrenched provisions establishing company rules and special amendment procedures.

find out more

Articles Of Association For Company Limited By Guarantee

A constitutional document for Irish Companies Limited by Guarantee that defines the company's internal management rules and procedures under Irish law.

find out more

Not For Profit Articles Of Association

Irish Not For Profit Articles of Association document establishing organizational structure and governance under Irish Companies Act 2014.

find out more

Certificate Of Incorporation And Memorandum And Articles Of Association

Irish company incorporation documents that establish legal existence and set out constitutional framework under Irish Companies Act 2014.

find out more

Articles Of Association For Nonprofit Organization

Constitutional document for Irish nonprofit organizations establishing governance rules and operational framework under Irish Companies Act 2014.

find out more

Memorandum And Articles Of Association Of An Entertainment Company

Constitutional document for an Irish entertainment company establishing its structure, governance, and operational framework under Irish law.

find out more

Memorandum And Articles Of Association Of A Tourism Company

An Irish law-compliant constitutional document establishing the structure, governance, and operational framework for a tourism company.

find out more

Management Company Articles Of Association

An Irish law-governed constitutional document establishing the rules and procedures for operating a property management company, compliant with the Companies Act 2014.

find out more

Deed Of Association

An Irish legal document that establishes a company's constitutional framework under the Companies Act 2014, defining its structure and operational rules.

find out more

Model Memorandum And Articles Of Association

A foundational Irish corporate document establishing a company's structure, governance rules, and operational framework under Irish law.

find out more

Memorandum Of Association Of A Single Member Company

A legally required constitutional document under Irish law that establishes a single-member company's formation and defines its basic structure and operational parameters.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.