Memorandum of Association

The Memorandum of Association states your company name, main objectives of your company and the share structure.

Companies are incorporated using a principal objects clause in line with the principal activity of the company and the subsidiary objectives allows the company diversity to trade in any business.

Every company in Ireland must have a written constitution, which is comprised of following two documents:

  • The Memorandum of Association
  • The Articles of Association

A company’s memorandum and articles of association set out the constitution and internal rules of your company. Where the content of the two documents conflicts, the memorandum of association takes precedence over the articles of association.

The memorandum of association of a company states your company name and aims to set out the main and subsidiary objectives of your company.. It also establishes the share structure of the company.

Incorporate your Irish limited company

When we incorporate your Irish limited company we prepare your memorandum of association with a specific principal object clause as it is required by the Companies Registration Office for all companies intending immediate commercial activity.

The Articles of Association

The objects are clauses stated in your company’s memorandum of association stating the principal activity of the business and the subsidiary activities.

The Articles of Association lay down how a company is to be governed normally by choosing a standard set of articles provided within the Companies Act 2014 with appropriate amendments and alterations.

Articles are required to be registered by private limited companies, public limited companies, a company limited by guarantee or an unlimited company. Articles must be printed and divided into paragraphs and numbered consecutively.

Company typeModel articles
Public limited companyTable A Part I
Private company limited by sharesTable A Part II
Company limited by guarantee and not having a share capitalTable C
Company limited by guarantee and having a share capitalTable D
Unlimited companyTable E

Articles of Association requirements

  • The memorandum and articles must comply with the Companies Act 2014
  • The correct statutes, e.g. ‘Companies Acts 2014’, must be cited
  • The company name must exactly match that on Form A1
  • The main objects of the company must be stated and must correspond with the principal activity identified in Form A1.
  • The nominal capital of the company must be stated in the memorandum.
  • The memorandum and articles must be signed by the subscribers, their addresses and descriptions must be stated and their signatures witnessed and dated.