Ireland: Governing Laws/Bylaw Requirements

In Ireland, the document that sets out the rules to govern a country are called the Constitution. Prior to 2014, the document was called the “Memorandum and Articles of Association.” The constitution is mandatory when incorporating in Ireland. The constitution should include information on shares, types of shares, dividends, repayment of investment, as well as information on meetings board directors, quorum and weights of votes at meetings, as well as other information. It should appoint directors and note their powers and duties, as well as lay out a clause for the resolution of arbitration.

Company founders can either write a long, detailed constitution themselves or use the standard one page Constitution in the Irish Companies Act 2014 as their constitution, which is linked here. According to Company Bureau, a legal services website, “With a Constitution in place, the rules contained in the Companies Act will still apply but they can be negated or modified as laid out in the Constitution. However, in general, the Constitution cannot contravene or be inconsistent with the Act.”


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