Create a bespoke document in minutes,聽or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership聽of your information
Articles of Association
I need Articles of Association for a private limited company in Ireland, outlining the company's purpose, share structure, and governance, with provisions for appointing directors, conducting meetings, and distributing dividends, ensuring compliance with the Companies Act 2014.
What is an Articles of Association?
Articles of Association spell out the internal rules and procedures that govern how an Irish company operates. They define everything from how directors are appointed and shareholders vote, to how meetings are conducted and shares are transferred. Think of them as your company's internal rulebook - they're required by the Companies Act 2014 and work alongside your company's constitution.
Every Irish company must have Articles of Association when registering with the Companies Registration Office. While many companies use standard model articles, you can customize them to fit your business needs - as long as they comply with Irish law. They become legally binding once registered, creating a contract between the company and its members.
When should you use an Articles of Association?
You need Articles of Association when starting any new company in Ireland - it's a legal requirement under the Companies Act 2014. This document becomes especially important when bringing on new shareholders, changing how directors are appointed, or updating how company decisions get made. It protects everyone's interests by clearly laying out the rules.
The Articles prove particularly valuable during company transitions - like transferring shares, managing disputes between members, or changing your governance structure. Having well-crafted Articles helps avoid confusion and conflict by providing clear procedures for everything from holding meetings to winding up the company. They also give investors and stakeholders confidence in your company's professional management.
What are the different types of Articles of Association?
- Company Limited By Guarantee Model Articles: Standard template for companies without share capital, commonly used by charities and membership organizations.
- Articles Of Association For Nonprofit Organization: Specialized version focusing on charitable purposes, member rights, and nonprofit governance structures.
- Management Company Articles Of Association: Tailored for property management companies, addressing unit owner rights and maintenance responsibilities.
- Certificate Of Incorporation And Memorandum And Articles Of Association: Comprehensive package combining incorporation documents with Articles for new company registration.
Who should typically use an Articles of Association?
- Company Directors: Must follow and enforce the Articles of Association's rules, making key decisions within their defined powers and limitations.
- Company Secretaries: Maintain and update the Articles, ensure compliance, and handle filing requirements with the CRO.
- Shareholders/Members: Bound by the Articles' provisions regarding voting rights, share transfers, and meeting procedures.
- Legal Advisors: Draft and review Articles to ensure compliance with Irish company law and protect client interests.
- Company Formation Agents: Help new businesses establish appropriate Articles during the incorporation process.
- The CRO: Reviews and registers Articles as part of company incorporation and subsequent amendments.
How do you write an Articles of Association?
- Company Details: Gather full legal name, registered address, company type, and business objectives.
- Shareholder Structure: Define share classes, voting rights, transfer restrictions, and dividend policies.
- Management Framework: Decide on director appointment procedures, board meeting rules, and decision-making processes.
- Initial Members: List founding members' details and their respective roles or shareholdings.
- Special Provisions: Note any specific requirements for your industry or business model.
- CRO Requirements: Check latest Companies Registration Office guidelines for submission format.
- Digital Template: Use our platform to generate a legally-sound document that includes all mandatory elements.
What should be included in an Articles of Association?
- Company Name and Type: Full legal name, registration number, and company classification under Irish law.
- Share Structure: Details of share classes, rights, and transfer procedures.
- Director Powers: Clear outline of director authorities, appointment processes, and rotation rules.
- Meeting Procedures: Rules for conducting AGMs, EGMs, and board meetings, including notice periods.
- Voting Rights: Procedures for member voting, including majority requirements and proxy arrangements.
- Dividend Policy: Rules governing profit distribution and dividend declarations.
- Winding Up: Procedures for company dissolution and asset distribution.
- Amendment Process: Methods for changing the Articles through special resolution.
What's the difference between an Articles of Association and a Memorandum of Association?
Articles of Association and Memorandum of Association are often confused, but they serve distinct purposes in Irish company law. While both are foundational company documents, they handle different aspects of company governance.
- External vs Internal Focus: The Memorandum deals with a company's relationship with the outside world and states its objectives, while Articles govern internal management and member relationships.
- Scope of Authority: The Memorandum sets out what the company can legally do, while Articles detail how it can do those things.
- Modification Process: Articles can be amended through special resolution, but Memorandum changes often require more complex procedures and regulatory approval.
- Content Requirements: Articles cover operational matters like share transfers and board meetings, while the Memorandum states fundamental elements like company name, registered office, and objectives.
Download our whitepaper on the future of AI in Legal
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a 拢1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our for more details and real-time security updates.
Read our Privacy Policy.