The Deed of Association is a crucial document in Irish corporate law, required when establishing a new company or restructuring an existing one. It must comply with the Companies Act 2014 and related legislation, forming an integral part of the company's constitutional documents. The document typically includes essential information about the company's formation, including details of subscribers, share capital structure, management framework, and operational procedures. A properly drafted Deed of Association is vital for successful company registration with the CRO and provides the foundation for corporate governance. It serves as a reference point throughout the company's lifecycle, governing relationships between shareholders, directors, and the company itself.
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1. Parties: Identifies the subscribers (founding members) of the company
2. Background: Sets out the context and purpose of forming the company
3. Definitions and Interpretation: Defines key terms used throughout the document and interpretation rules
4. Company Name and Type: Specifies the company name and type (e.g., private company limited by shares)
5. Registered Office: States the official registered office address of the company
6. Objects of the Company: Describes the primary purposes and activities of the company
7. Share Capital: Details the authorized share capital and initial share structure
8. Members' Rights and Obligations: Outlines the basic rights and obligations of company members
9. Directors and Secretary: Establishes the management structure and appointment procedures
10. General Meetings: Sets out rules for conducting general meetings
11. Voting Rights: Specifies voting procedures and rights attached to shares
12. Share Transfers: Details the process for transferring shares
13. Execution and Attestation: Contains signature blocks and witness requirements
1. Pre-emption Rights: Optional provisions giving existing shareholders first right to purchase new shares - recommended for companies with multiple shareholders
2. Drag-Along and Tag-Along Rights: Optional provisions for share sale arrangements - useful for companies expecting future investment or sale
3. Dividend Policy: Optional detailed provisions regarding dividend distributions - recommended for companies with complex shareholding structures
4. Dispute Resolution: Optional detailed procedure for resolving internal disputes - recommended for companies with multiple shareholders
5. Corporate Social Responsibility: Optional provisions regarding social and environmental commitments - useful for companies with specific social missions
6. Intellectual Property Rights: Optional provisions dealing with IP ownership and protection - important for technology or creative companies
1. Schedule 1 - Initial Subscribers: Details of founding members including names, addresses, and initial shareholdings
2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes, rights, and nominal values
3. Schedule 3 - Initial Directors: Details of first directors including names, addresses, and other required information
4. Schedule 4 - Reserved Matters: List of decisions requiring special approval procedures
5. Appendix A - Form of Share Certificate: Template for share certificates to be issued by the company
6. Appendix B - Company Seal: Design and rules for use of the company seal
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