Ireland—Constitution of a private company limited by shares

Copyright © 2025 LexisNexis
Produced in partnership with Anna Hickey of Philip Lee and Claudia Macklin of Philip Lee
Practice notes

Ireland—Constitution of a private company limited by shares

Copyright © 2025 LexisNexis

Produced in partnership with Anna Hickey of Philip Lee and Claudia Macklin of Philip Lee

Practice notes
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This Practice Note discusses the form of the constitution of a private company limited by shares (LTD), the commencement and application of the Companies Act 2014 (Ireland) (CA 2014 (IRL)), mandatory and supplemental provisions of the constitution and the steps for adopting and amending a constitution.

What is the constitution of a company?

The constitution of a private company limited by shares (LTD) is the primary legal document that outlines the basic rules in respect of the corporate governance of that company. CA 2014 (IRL), s 17 provides that an LTD is required to have a constitution as this is the principal document by which the registration and incorporation of a company is effected.

Commencement of the CA 2014 (IRL)—changes to the form and structure of the constitution of an LTD—transitional provisions

Pursuant to CA 2014 (IRL), Pt 2, an LTD shall have a single-document constitution. This is a clear departure from the previous position, taken by Companies Act 1963 (Ireland) and Companies (Miscellaneous

Anna Hickey
Anna Hickey

Partner, Philip Lee

Anna is a partner in the corporate group of Philip Lee.
 
Anna advises Irish and international clients on mergers and acquisitions, investments, joint ventures, project finance, reorganisations and strategic matters. Anna advises in many sectors including technology, healthcare, life sciences and climate change. She is part of Philip Lee’s climate finance group, advising on compliance with international climate regulation and the voluntary carbon markets. 

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Claudia Macklin
Claudia Macklin

Associate, Philip Lee

Claudia is an associate in the corporate department in Philip Lee. Claudia trained as a solicitor within the firm and qualified as a solicitor in 2022. Claudia has gained experience in the firm’s corporate and commercial departments and has been involved in a number of advisory and transactional matters including mergers and acquisitions, corporate restructurings, investments, IPO listings and commercial contract matters.

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Jurisdiction(s):
Ireland
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