Formation
Companies Act 2014
Way of forming private company limited by shares
17. (1) A company may be formed for any lawful purpose by any person or persons subscribing to a constitution and complying with the requirements of this Part as to registration of a company.
(2) The liability of a member of a company at any time shall be limited to the amount, if any, unpaid on the shares registered in the member’s name at that time.
(3) Subsection (2) is without prejudice to any other liability to which a member may be subject as provided by this Act.
(4) The number of members of a company shall not exceed 149 but, in reckoning that limit, there shall be disregarded any of the following persons.
(5) Those persons are—
(a) a person in the employment of the company who is a member of it;
(b) a person who, having been formerly in the employment of the company, was, while in that employment, and has continued after the termination of the employment to be, a member of it.
(6) Where 2 or more persons hold one or more shares in a company jointly, they shall, for the purposes of this section, be treated as a single member.
(7) Any registration of a person as a member of a company in excess of the limit provided by subsection (4) shall be void.
Company to carry on activity in the State and prohibition of certain activities
18. (1) A company shall not be formed or registered unless it appears to the Registrar that the company, when registered, will carry on an activity in the State.
(2) A company shall not carry on the activity of a credit institution or an insurance undertaking.
Form of the constitution
19. (1) The constitution of a company shall state—
(a) the company’s name;
(b) that it is a private company limited by shares registered under this Part;
(c) that the liability of its members is limited;
(d) as respects its share capital, either—
(i) the amount of share capital with which it proposes to be registered (“its authorised share capital”), and the division of that capital into shares of a fixed amount specified in the constitution, or
(ii) without stating such amount, that the share capital of the company shall, at the time of its registration, stand divided into shares of a fixed amount specified in the constitution;
(e) the number of shares (which shall not be less than one) taken by each subscriber to the constitution; and
(f) if the company adopts supplemental regulations, those regulations.
(2) The constitution shall—
(a) be in a form in accordance with the form set out in Schedule 1 or as near to it as circumstances permit;
(b) be divided into paragraphs numbered consecutively; and
(c) either—
(i) be signed by each subscriber in the presence of at least one witness who shall attest the signature; or
(ii) be authenticated in the manner referred to in section 888 .
(3) Where, subsequent to its registration, an amendment of the constitution is made affecting the matter of share capital, or another matter, referred to in subsection (1), that subsection shall be read as requiring the constitution to state the matter as it stands in consequence of that amendment.
Restriction on amendment of constitution
20. A company may not amend the provisions contained in its constitution except in the cases, in the manner and to the extent for which express provision is made in this Act.
Registration of constitution
21. (1) The constitution of a company shall be delivered for registration to the Registrar together with—
(a) the statement and consent referred to in section 22 ; and
(b) the declaration referred to in section 24 , and, where appropriate—
(i) the bond referred to in section 22 (6);
(ii) the statement referred to in section 23 .
(2) The Registrar shall not register a constitution delivered for registration under this section unless he or she is satisfied that all the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with.
Statement to be delivered with constitution
22. (1) In this section—
(a) a reference to a statement is to the statement required to be delivered by section 21 (1)(a); and
(b) a reference to a company is to the company to which such statement relates.
(2) The statement shall be in the prescribed form and shall state:
(a) the name of each of the persons who are to be the first directors of the company;
(b) the name of the person who is, or of each of the persons who are, to be the first secretary or joint secretaries of the company;
(c) the name of the person (if any) who is, or of each of the persons (if any) who are, to be the first assistant or deputy secretary or secretaries of the company;
(d) the address of the company’s registered office; and
(e) the place (whether in the State or not) where the central administration of the company will normally be carried on,
and the particulars (in relation to any foregoing person) specified in subsection (3) and any other particulars that may be prescribed in relation to such a person or in relation to any other foregoing matter.
(3) The particulars referred to in subsection (2) are—
(a) in relation to a person named as director of the company concerned, all particulars which are, in relation to a director, required pursuant to subsection (2) of section 149 to be contained in the register kept under that section;
(b) in relation to a person named as secretary, or as one of the joint secretaries, all particulars which are, in relation to the secretary or to each joint secretary, required pursuant to subsection (5) of section 149 to be contained in the register kept under that section; and
(c) in relation to a person named as assistant or deputy secretary, all particulars which are, in relation to an assistant or deputy secretary, required pursuant to subsection (7) of section 149 to be contained in the register kept under that section.
(4) Where the constitution is delivered, pursuant to section 21 , to the Registrar by a person (the “agent”) as agent for the person or persons who have subscribed to the constitution, the statement shall so specify and shall specify the name and address of the agent.
(5) Subsections (2) and (3) are without prejudice to subsection (7).
(6) Where no person referred to in subsection (2)(a) is resident in an EEA state, there shall be delivered for registration a bond as provided by section 137 (2).
(7) In respect of the activity, or one of the activities, to be carried on by the company in the State, the statement shall contain the following particulars:
(a) if it appears to the person making the statement that the activity belongs to a division, group and class appearing in the relevant classification system—
(i) the general nature of the activity; and
(ii) the division, group and class in that system to which the activity belongs;
(b) if it appears to that person that the activity does not belong to any such division, group and class, a precise description of the activity;
(c) the place or places in the State where it is proposed to carry on the activity.
(8) For the purposes of subsection (7), if the purpose or one of the purposes for which the company is being formed is the carrying on of 2 or more activities in the State, the particulars in respect of the matters referred to in paragraphs (a) to (c) of that subsection to be given in the statement shall be the particulars that relate to whichever of those activities the person making the statement considers to be the principal activity for which the company is being formed to carry on in the State.
(9) The statement shall—
(a) be signed by or on behalf of each subscriber to the constitution of the company or be authenticated in the manner referred to in section 888 ; and
(b) be accompanied by a consent that is either—
(i) signed by each of the persons named in the statement as a director, secretary or joint secretary or assistant or deputy secretary to act in that capacity, or
(ii) authenticated in the manner referred to in section 888 .
(10) Section 223 (3), in the case of a director, and section 226 (5), in the case of a secretary, requires the inclusion of a particular statement in a foregoing consent by him or her.
Additional statement to be furnished in certain circumstances
23. (1) If any person named in the statement to be delivered under section 21 (1)(a) as a director of the company concerned is a person who is disqualified under the law of another state (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking, that person has the following obligation.
(2) That obligation is to ensure that the foregoing statement is accompanied by (but as a separate document from that statement) a statement in the prescribed form signed by him or her, or authenticated in the manner referred to in section 888 , specifying—
(a) the jurisdiction in which he or she is so disqualified;
(b) the date on which he or she became so disqualified; and
(c) the period for which he or she is so disqualified.
Declaration to be made to Registrar
24. (1) In this section—
(a) a reference to a declaration is to the declaration required to be delivered by section 21 (1)(b); and
(b) a reference to a company is to the company to which such declaration relates.
(2) The declaration shall state that—
(a) all the requirements in respect of registration of the company and of matters precedent and incidental thereto have been complied with;
(b) the purpose, or one of the purposes, for which the company is being formed is the carrying on by it of an activity in the State; and
(c) the particulars contained in the statement delivered under section 21 (1)(a) are correct.
(3) The declaration shall be made by—
(a) one of the persons named in the statement delivered under section 21 (1)(a) as directors of the company;
(b) the person or, as the case may be, one of the persons named in that statement as secretary or joint secretaries of the company; or
(c) the solicitor, if any, engaged in the formation of the company.
(4) The Registrar may accept the declaration as sufficient evidence that all the requirements in respect of registration of the company and of matters precedent and incidental thereto have been complied with and, in particular, that there have been complied with—
(a) the requirements mentioned in section 22 and, where appropriate, section 23 ; and
(b) the requirement mentioned in section 18 .
Effect of registration
25. (1) On the registration of the constitution of a company, the Registrar shall certify in writing that the company is incorporated and shall issue to the company a certificate of incorporation in respect of it.
(2) From the date of incorporation mentioned in the certificate of incorporation, the subscriber or subscribers to the constitution, together with such other persons as may from time to time become members of the company, shall be a body corporate with the name contained in the constitution, having perpetual succession and a common seal.
(3) The certificate of incorporation issued under subsection (1) shall state that the company is a private company limited by shares.
(4) A certificate of incorporation issued under subsection (1) shall be conclusive evidence that the requirements of section 21 have been complied with, and that the company is duly registered under this Act.
(5) The persons who are specified in the statement required to be delivered to the Registrar by section 21 (1)(a) as the director or directors, secretary or joint secretaries or assistant or deputy secretary or secretaries of the company to which the statement refers shall, on the incorporation of the company, be deemed to have been appointed as the first director or directors, secretary or joint secretaries or assistant or deputy secretary or secretaries, as the case may be, of the company.
(6) Any indication in the constitution, as delivered under section 21 for registration, specifying a person as a director or secretary (including any assistant or deputy secretary) of a company shall be void unless such person is specified as a director or as secretary (or, as the case may be, assistant or deputy secretary) in the foregoing statement.
(7) Subsection (5) does not operate to deem a person appointed as a director or secretary (including any assistant or deputy secretary) of a company where—
(a) he or she is disqualified under this Act from being appointed a director, secretary, assistant or deputy secretary, as the case may be, of a company; or
(b) in the case of a director or secretary, a provision of this Act provides that the person’s appointment as such in the circumstances is void.
Provisions as to names of companies
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Effect of constitution
31. (1) Subject to the provisions of this Act, the constitution shall, when registered, bind the company and the members of it to the same extent as if it had been signed and sealed by each member, and contained covenants by the company and each member to observe all the provisions of the constitution and any provision of this Act as to the governance of the company.
(2) For the avoidance of doubt, in subsection (1) the reference to any provision of this Act as to the governance of the company includes a reference to any provision of this Act that commences with words to the effect that the provision applies save where the company’s constitution provides otherwise or otherwise contains a qualification on the provision’s application by reference to the company’s constitution.
(3) All money payable by any member to the company under the constitution shall be a debt due from him or her to the company.
(4) An action to recover a debt created by this section shall not be brought after the expiration of 12 years after the date on which the cause of action accrued.
Amendment of constitution by special resolution
32. (1) Subject to the provisions of this Act, a company may by special resolution amend its constitution.
(2) Any amendment so made of the constitution shall, subject to the provisions of this Act, be as valid as if originally contained therein, and be subject in like manner to amendment by special resolution.
(3) Where any amendment is made to a company’s constitution notice of which section 33 requires to be published as therein mentioned, the company shall deliver to the Registrar, in addition to the amendment, a copy of the text of the constitution as so amended.
(4) Subject to subsection (5), and notwithstanding anything in the constitution of a company, no member of the company shall be bound by an amendment made to the constitution after the date on which he or she became a member, if and so far as the amendment—
(a) requires him or her to take or subscribe for more shares than the number held by him or her at the date on which the amendment is made, or
(b) in any way increases his or her liability as at the date referred to in paragraph (a) to—
(i) contribute to the share capital of the company, or
(ii) otherwise pay money to the company.
(5) Subsection (4) shall not apply in any case where the member agrees in writing, either before or after the amendment is made, to be bound by the amendment.
Publication of notices
33. (1) The Registrar shall publish in the CRO Gazette notice of the delivery to or the issue by the Registrar of the following documents and particulars—
(a) any certificate of incorporation of the company;
(b) the const