Incorporating a Company

In order to be officially incorporated and begin operating as an Irish company, you must register with the Companies Registration Office (CRO) by filing Form A1 along with your company’s Memorandum and Articles of Association. If the CRO approves these documents, then it will issue a Certificate of Incorporation and your company can start conducting business.

Preparing the Memorandum and Articles of Association will require you to make a number of choices that will impact your business, and the first is what name your company will operate under. This may well be the primary trademark by which your business is going to be known to the public, so you should take care in selecting a name that you can build a valuable brand around.

Once you’ve selected a name, as well as checked the CRO and trademark databases to make sure it is not being used by another company, you must register it with the CRO as part of your incorporation filing. In most cases, you will want to register the name as a trademark with the Irish Patents Office as well in order to protect it from infringement.

For the most part, the Memorandum of Association is a relatively straightforward document that tells the outside world what type of entity the company is, who its founders are, and what business it will engage in. In addition to the company name, the Memorandum of Association provides certain company details, such as the authorized share capital, and states whether or not it is a limited liability company.

The most complicated aspect of the Memorandum of Association is the “objects clause”. In this section, an Irish company must specifically declare the purposes for which it is being formed and the type of business operations it intends to conduct. This statement is vitally important and must be given serious consideration, because any business activities or arrangements that the company enters into that fall outside the scope of its declared objectives may be considered void and unenforceable.

The Articles of Association, a much longer document than the Memorandum, lays out the rules by which a company will govern its internal affairs. The document includes a description of each class of shares the company is allowed to issue and the rights and restrictions attributed to the shares.

The Articles of Association also state: how shareholder meetings will be called and held, as well as how shareholder resolutions will be approved; how directors will be elected and the powers they will have; how the company’s share capital can be altered by stock split and the like; procedures for the declaration of dividends; and procedures for winding up the company’s affairs in the event it is desired or required.

Keep in mind that while the shareholders are the owners of a company, it is the directors that manage its business. It is therefore the directors, rather than the shareholders, who will have the authority to determine your company’s strategy and control its day-to-day operations, including the hiring employees and independent contractors to help conduct the business.

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