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Buachaill
Buachaill, Barrister
Category: Republic of Ireland Law
Satisfied Customers: 10972
Experience:  Barrister 17 years experience
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I've got a question regarding the "new" constitution (as

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Hi, I've got a question regarding the "new" constitution (as opposed to Mem & Arts) for Irish limited companies.
Buachaill

1. What is your question? You need to set out your question in order that it be answered.

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1. What is your question? You need to set out your question in order that it be answered.

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Customer: replied 1 year ago.
Ok. I'm about to set up a limited company and was wondering what exactly has changed regarding the memorandum and articles of a limited company. According to the CRO they've been replaced by "the constitution" and it's no longer a requirement to state the objects of a company in this constitution. But other than that I can't find any differences in terms of content. So that would mean I could just grab an old template for the memorandum and articles and delete the sections that deal with the objects. Then I change the title to constitution and then I'm good to go. Or does the Companies Act 2014 set out a specific form or content for the regulations that the articles used to contain?

2. The answer to your question lies in Schedule 1 of the Companies Act, 2014. As was the case with the Memorandum & Articles of Association, the Companies Act, 2014, schedules model/sample Constitutions which are appropriate for a company set up under the 2014 Companies Act. Here is a link to the model Constitution set out in the website of the CRO https://www.cro.ie/conversions/need-to-convert/template-constitutions. I would suggest you copy it and use it as the basis for your Constitution for your new company.

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Customer: replied 1 year ago.
I've seen the model constitution and I've also checked Section 19 of CA2014 but I don't fully understand what that actually means. My understanding is that this section sets out the minimum requirements but I can add other regulations as well as to my constitution long as they are in accordance with CA2014. So as you say, I can use it "as a bases". So it's not forbidden to add more if I'd like to. That's actually what my question overall was about.

3. There is nothing which forbids you from adding more constitutional requirements in your Company constitution. So long as there is nothing illegal included it is perfectly possible to add any requirement you want.

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