Memorandum of Association

The memorandum of association states the company name, main objectives of the company and the share structure of the company. The NACE Code does not appear within the memorandum.

Companies are normally incorporated using a principal objects clause and the subsidiary objectives allows the company diversity to trade in any business. Every company must have a written constitution, which is comprised of following two documents:

• The memorandum of association.
• The articles of association.

A company’s memorandum and articles are of fundamental importance in that they set out the constitution and internal rules of the company. Where the content of the two documents conflicts, the memorandum of association takes precedence over the articles of association.

The memorandum of association of a company states the company name and aims to set out the main and subsidiary objectives of the company. A corresponding NACE Code is recorded on the form A1. It also establishes the share structure of the company.

The objects are clauses stated in the company’s memorandum of association stating the principal activity of the business.

Companies are normally incorporated using a specific objects clause and the subsidiary objectives allows the company diversity to trade in any business.

• The memorandum and articles must comply with the Companies Act 2014, and must be printed in clear black print on durable paper. The paragraphs must be numbered consecutively.
• The correct statutes, e.g. ‘Companies Act 2014’, must be cited.
• If the company is a limited company and has not claimed the exemption under the Companies Act 2014, as amended, the full name of the company followed by Limited, Public Limited Company or Teoranta, Cuideachta Phoibli Theoranta as applicable, must be given; Abbreviations to Ltd, PLC or Teo. are not acceptable.
• The company name must exactly match that on Form A1.
• The main objects of the company must be stated and must correspond with the principal activity identified in Form A1.
• Except in the case of an unlimited company and a guarantee company without share capital, the nominal capital of the company must be stated in the memorandum. In the case of a guarantee company, whether without or with a share capital, the memorandum must contain a statement that each member undertakes to contribute to the assets of the company in the event it is being wound up while he/she is a member, or within one year after he/she ceases to be a member, for payment of the debts and liabilities of the company contracted before he/she ceases to be a member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount.
• In the case of a public limited company, the memorandum must state that the company is to be a public limited company, as well as the amount of share capital (minimum €38,092.14) with which the company proposes to be registered and its division into shares of a fixed amount.
• The memorandum and articles must be signed by the subscribers, their addresses and descriptions (occupations) must be stated and their signatures witnessed and dated. With the exception of guarantee companies, each subscriber must handwrite the number of shares he/she will take (not less than one share).

The law prohibits the following matters:

• Banking objects are not permitted unless a licence has been obtained from the Central Bank of Ireland.
• A company is excluded from holding a bookmaker’s licence under the Companies Act 2014.
• A company cannot act as director, auditor, receiver or liquidator for another company.
• It is not permitted to carry on the business of insurance or re-insurance unless the Act has been complied with. Where the business of insurance or re-insurance is mentioned in the objects of a company, the applicant must submit confirmation to the CRO that the Department of Enterprise, Trade and Employment (Insurance Financial Supervision Section) has acknowledged notice under section 22(1)(b) Insurance Act 1989.
• A credit union, trade union or building society cannot be incorporated as a limited company.
• Broadcasting is prohibited unless the permission of the Minister for Public Enterprise has been obtained.

Constitution of a company

Every company must have a written constitution, which is comprised of two documents, namely;

• The memorandum of association (the Memorandum), and
• The articles of association (the Articles)

A company’s memorandum and articles are of fundamental importance in that they set out the constitution and internal rules of the company. Where the content of the two documents conflicts, the memorandum of association takes precedence over the articles of association.