REGISTRATION OF COMPANY
- To trade company must register and incorporate in the Companies Registration Office ( = CRO à head of which is called “Registrar of Companies”
- Companies Acts 1963 → onwards ….. Consolidated Act in 2014
- to incorporate must real and genuine connection with Ireland and business activity here
- Forms needed
- Memorandum of Association = company charter ( to aid remembering what it is MemO = Objectives);
- Articles of Association (rules and regulations of internal affairs);
- Form A1 = written statement containing
Name & Regd office of Company;
Particulars of Directors;
Particulars of Company Secretary;
Statement of issued capital;
Statutory Declaration that all Company legislation has been complied with;
- Bank draft for application fees.
- Upon registration → Certificate of Incorporation (like a birth cert) = company now living! Private comp. can now trade
Details in Certificate of Incorporation = ????
- Public Company can’t trade until it gets “Trading Certificate” from Registrar. Must have min. of €38,100 allotted share capital with 25% paid up on it. Must also submit to Registrar with application for Trading Certificate a Statutory Declaration detailing nominal value of share capital; amount actually paid on shares; promotion expenses and anything due to company promoters.
CONSTITUTION OF COMPANY =
Memorandum of Association & Articles of Association (slang Memo & Arts)
- Memorandum of Association = company’s charter + it contains: –
- Name Clause ~ name of company & stating whether its public = plc or private = ltd;
Registrar can refuse names – offensive; already existing company name; misleading; suggests its government sponsored or a bank.
- Objectives Clause ~ what the company intends to do.
If company goes outside this = ultra vires and directors can be personally liable.
- Liability Clause ~ that members liability is limited or unlimited or limited by guarantee
- Capital Clause ~ total amount the company is authorised to issue; how its classified and nominal value of each share.
- Subscription OR Association Clause ~ subscribers (= 1st Shareholders) acknowledge they are bound by memorandum’s terms. Each subscriber must have min. 1 share.
>>>>>> Memo → regulates external activities.
- Articles of Association = company’s rules + regs
~ Rules and regulation’s governing how the company is managed and administered.
~ Complex document (contract) binding members and the company.
~ When applying for registration, a company can take all or some of the standard Articles of Association set out in the Comp. Act 1963 = “Table A Articles”
~ Clauses in it relating to
- Directors Powers & Duties = qualifications; appointment; removal; retire; powers;
- Shares; dividends & profits = transfer of shares (restricted if private); rules on dividends etc.;
- Meetings of Shareholders = notices; time of meeting; location; chairman; voting;
- Directors meetings = ditto;
- Administrative Rules = company books; inspection; address changes; sealing of docs.;
>>>>>>> Arts. regulate internal activities
Alteration of Articles
- Can be done provided done in accordance with Companies Act & in accordance with Arts. of Association + must be in best interest of company to do it;
- General meeting of shareholders but needs 75% vote in favour (special resolution);
- If passed, then, Lodge new Articles in the CRO.
Other legal documents = private companies may have a secret agreement between shareholders (Shareholders Agreement)
Don’t confuse companies with Business Names Registration
- Sole trader can register business name as can partnership and this ≠ company
- Registrar of Business Names deals with this. Happened to be carried out by CRO
- Must be used where an entity operates not using its exact legal name only …. Eg
from Kilkenny based solicitors firm Holland Condon
