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Ireland: Constitution of Private Companies Limited by Shares (LTD) under the Companies Act 2014 (Ireland)—Form, Mandatory and Optional Provisions, Incorporation, Amendment and Transitional Issues

Practice notes
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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 position under the Companies Act 1963 (Ireland) and the Companies (Miscellaneous Provisions) Act 2013 (Ireland), when an LTD had both a memorandum of association and articles of association. CA 2014 (IRL) states that an LTD’s constitution comprises only one document. However, please note that a designated activity company (DAC)...

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Anna Hickey
Anna Hickey

Anna is a partner in the corporate group of Philip Lee. Anna advises Irish and international clients on mergers and acquisitions, investments, joint ventures, project finance, reorganisations and strategic matters. Anna advises in many sectors including technology, healthcare, life sciences and climate change. She is part of Philip Lee’s climate finance group, advising on compliance with international climate regulation and the voluntary carbon markets. ...

Patrick Egan
Patrick Egan

Patrick has experience in a wide variety of corporate work, including M&A transactions, group restructurings, venture capital and private equity, shareholder arrangements and general corporate advisory matters. Patrick works with both trade and institutional clients, both on the buy side and sell side. He also has a keen interest in the interaction between law, business and finance. ...

Web page updated on 21/05/2026

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