Philip Lee
10 Experts
4 Contributions by Philip Lee Experts
PRACTICE NOTES
This Practice Note examines the form of the constitution of a private company limited by shares (LTD), the commencement and application of the Companies Act 2014 (Ireland) (CA 2014 (IRL)), the obligatory and supplemental provisions of the constitution, and the steps involved in adopting and amending a constitution.
What is the constitution of a company?
The constitution of an LTD is the central legal instrument that sets out the fundamental rules governing the corporate governance of that company. Under CA 2014 (IRL), s 17, an LTD is required to have a constitution, as it is the principal document through which a company’s registration and incorporation are effected.
Commencement of the CA 2014 (IRL)—changes to the form and structure of the constitution of an LTD—transitional provisions
Pursuant to CA 2014 (IRL), Pt 2, an LTD must have a single-document constitution. This represents a clear break from the former
Ireland - Corporate
PRACTICE NOTES
What is a designated activity company?
The designated activity company (DAC) is established under Part 16 of the Companies Act 2014 (Ireland) (CA 2014 (IRL)) and is defined as either:
a private company limited by shares whose capacity and powers extend solely to the activities specified in its constitution (memorandum of association)
or a private company limited by guarantee with a share capital, whose capacity and powers are confined to the matters stated in its constitution
CA 2014 (IRL) introduced the DAC as a new company form. Like a limited liability company, a DAC is a distinct legal person, separate from its members. Ownership sits with members who hold shares in the company. The company alone is answerable for its obligations and may bring proceedings to enforce its own rights. Its directors manage the company in line with CA 2014 (IRL) and its
Ireland - Corporate
PRECEDENTS
This Precedent provides the text of an ordinary resolution enabling the directors of a private company limited by shares to permit any existing or possible breach of the obligation to prevent conflicts of interest from arising...
Ireland - Corporate
PRECEDENTS
This Precedent is a formal declaration of identity relating to a site benefitting from planning permission. Its purpose is to assure any prospective purchaser or mortgagee of the following matters:
the planning permission lies wholly within the recognised boundaries of the development site
the entirety of the development site falls within the vendor’s or mortgagor’s registered title
the site possesses all necessary accesses and services to the property to enable completion of the development; and
the site enjoys all rights of access and service connections required for the completed scheme
A suitably qualified architect or engineer may provide the declaration. A draft should first be sent to the deponent for approval before it is supplied to the mortgagee or purchaser. It should then be submitted to the mortgagee/purchaser for approval; however, once the foregoing points are properly addressed in
Ireland - Property
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