Changing Memorandum and Articles of Association
By Wiebke Wolter
When setting up a company in Ireland it is necessary to write and submit the Memorandum and Articles of Association (Memo and Arts) as part of the application process. They form the constitution of the company.
The Memorandum of Association states the framework of the company as it appears to the parties involved, i.e. its name, objects, liability and capital structure.
The articles of association define the intern rules of a company itself, e.g. the rules of board meetings and how to transfer shares for example.
Once the company set up is completed and the Memo and Arts are submitted they can be changed in the future if necessary. There are several aspects of a company that can be changed at any time, leading to a change of the Memo and Arts of that company.
The most common reasons for amending the Memo and Arts are changes of:
- Company name,
- Company type,
- Object clause/business activity,
- Capital structure, or
- Member’s voting rights.
To let these changes come into effect you have to have the authorization of a special resolution, passed either at an Annual General Meeting or at an Extraordinary General Meeting.
Based on this resolution the appropriate forms be filed with the CRO and signed by a current officer of the company per CRO records.
Changes of the Memo and Arts are not retrospectively applicable. As the process bears several pitfalls each step has to be carried out with due care. Please do not hesitate to contact us for further information or if you are seeking assistance in changing the Memo and Arts of your company or starting your own business in Ireland.