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Articles Of Association For Company Limited By Guarantee

Articles Of Association For Company Limited By Guarantee Template for Ireland

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Articles Of Association For Company Limited By Guarantee

"I need Articles of Association for a Company Limited by Guarantee for a new environmental charity to be incorporated in Ireland by March 2025, with provisions for virtual board meetings and three different membership categories (full members, associate members, and honorary members)."

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Document background
Articles of Association For Company Limited by Guarantee are essential founding documents required when establishing a company limited by guarantee in Ireland. This document type is particularly suited for non-profit organizations, charities, and professional bodies where members guarantee a nominal sum (typically €1-€10) in the event of company dissolution. The articles must comply with the Companies Act 2014 and establish the framework for company governance, including membership rights, director powers, meeting procedures, and decision-making processes. They are filed with the Companies Registration Office (CRO) during incorporation and serve as a binding contract between the company and its members. The document can be modified through special resolution but must maintain compliance with Irish company law requirements at all times.
Suggested Sections

1. Interpretation: Definitions of key terms used throughout the articles

2. Preliminary: Company name, registered office, and objectives of the company

3. Members: Rules regarding membership, including admission, termination, and rights of members

4. General Meetings: Procedures for calling and conducting general meetings, including annual general meetings

5. Voting at General Meetings: Rules for voting procedures, proxies, and resolutions

6. Directors: Appointment, removal, and powers of directors

7. Powers and Duties of Directors: Scope of directors' authority and responsibilities

8. Proceedings of Directors: Rules for board meetings and decision-making

9. Secretary: Appointment and role of the company secretary

10. Seal: Rules regarding the use of the company seal

11. Accounts: Requirements for maintaining and auditing financial records

12. Notices: Methods and requirements for giving notice to members

13. Indemnity: Protection and insurance provisions for officers

14. Winding Up: Procedures for dissolution of the company

Optional Sections

1. Subsidiaries and Branches: Include when the company may establish subsidiaries or branches

2. Electronic Communications: Include for modern communication methods and virtual meetings

3. Alternate Directors: Include if allowing directors to appoint alternates

4. Committees: Include if the board will establish specialized committees

5. Patron and Presidents: Include for organizations requiring honorary positions

6. Membership Categories: Include if different classes of membership are needed

7. Asset Lock: Include for social enterprises or charitable organizations

8. Dispute Resolution: Include specific procedures for resolving internal disputes

Suggested Schedules

1. Schedule 1: Membership Application Form: Template for membership applications

2. Schedule 2: Proxy Form: Standard form for appointing proxies for meetings

3. Schedule 3: Standing Orders: Detailed procedures for conducting meetings

4. Schedule 4: Conflicts of Interest Policy: Procedures for handling conflicts of interest

5. Schedule 5: Terms of Reference for Committees: Guidelines for committee operations

6. Appendix A: Objects Clause: Detailed description of company objectives

7. Appendix B: Powers: Detailed list of company powers to achieve objectives

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions








































Clauses

































Relevant Industries

Non-Profit Organizations

Charities

Education

Healthcare

Professional Associations

Sports and Recreation

Arts and Culture

Social Services

Environmental Organizations

Religious Organizations

Community Development

Research Institutions

Trade Associations

Social Enterprises

Relevant Teams

Legal

Compliance

Corporate Governance

Board of Directors

Company Secretariat

Risk Management

Corporate Affairs

Administrative

Executive Leadership

Relevant Roles

Company Secretary

Legal Counsel

Compliance Officer

Board Director

Chief Executive Officer

Governance Manager

Risk Manager

Company Director

Non-Executive Director

Board Chairman

Corporate Governance Officer

Managing Director

Legal Administrator

Board Member

Charity Trustee

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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