Drafting notes Section 69(1) of the Companies Act 2014 (Ireland)—general or specific authority The authority given by the resolution to the directors of the company to exercise the power to allot shares and grant rights to subscribe for, or to convert any security into, shares may be given ‘generally’ and ‘for the purpose of the Companies Act 2014 (Ireland), s 69 (CA 2014 (IRL)) and otherwise’ or may be given in relation to a specific allotment. This resolution includes the option to grant a general authorisation and the option to grant a specific authorisation and the relevant wording should be chosen. The inclusion of the words ‘and otherwise’ have the effect of extending such authority to any allotment of shares and grant of rights that would otherwise fall outside the scope of the relevant statutory provisions, eg the allotment of shares in pursuance of an employees' share scheme. The practical effect of this extension is that any conditions applicable to or restrictions on such authority which are specified in the resolution,

This Precedent sets out a special resolution to adopt a new constitution. The constitution of a company may be amended (including the adoption of a new form of constitution for, and to the exclusion of, the existing constitution) by special resolution. However, an amendment (or adoption) that: • requires a member to subscribe for more shares than

Resolution—appointment of director to fill a vacancy This is a precedent ordinary resolution (of the board or members) to appoint a director of a company to fill a vacancy in an Irish private limited company (LTD). The first directors of an LTD are appointed by giving their details in the application to register a new company on Companies Registration Office Form A1. Following incorporation, the company’s constitution will govern the way in which further directors are appointed. Unless altered in the constitution, any person willing to act as a director of the company and permitted by law to do so, may be appointed as a director

This is a precedent ordinary resolution to appoint a director of a private company limited by shares (LTD). The first directors of an LTD are appointed by giving their details in the application to register a new company on Companies Registration Office Form A1. Following incorporation, the company’s constitution will govern the way in which further directors are appointed. Unless altered in the constitution, any person willing to act as a director of the company

This is a precedent ordinary resolution to appoint a director of a private company limited by shares (LTD). The first directors of an LTD are appointed by giving their details in the application to register a new company on Companies Registration Office Form A1. Following incorporation, the company’s constitution will govern the way in which further directors are appointed. Unless altered in the constitution, any person willing to act as a director of the company and permitted by law to do so, may be appointed as a director by: • a decision of the directors, or • the shareholders by ordinary resolution The directors may from

This Precedent sets out alternative forms of resolution to be passed by the members of a company in relation to a payment for a director’s loss of office in connection with a share transfer in the company. The word 'Company' is capitalised in the resolution because it is likely to be a defined term in the document containing the resolution (if it is not, it should be defined in the resolution or no longer capitalised). If a payment for loss of office requires member approval under more than one statutory provision, the requirements of each provision should be met. Therefore, if a payment for loss of office falls under both CA 2014 (IRL), s 251 (payment for loss of office) and CA 2014 (IRL), s 253 (payment for loss of office in connection with a share transfer), it must meet the requirements of both provisions. For this reason, the wording of the resolution sets out the section of CA 2014 (IRL) under which approval of the members

This is a precedent special resolution to change the name of a private company limited by shares. A company may, by special resolution and with the approval of the Registrar of Companies, signified in writing, change its name. The use of certain words in a company’s name requires the consent or approval of regulatory authorities (eg, the use of the word ‘bank’ requires the consent of the Central Bank of Ireland). Once the special resolution has been passed, the company must file the following with the Companies Registration Office: • Companies Registration Office Form G1Q • a copy of the company’s constitution bearing the company’s new name • if

This Precedent is an ordinary resolution of the shareholders of a limited company having a share capital that is proposing to consolidate its shares into shares of a larger nominal amount. It specifies that no change is being made to the rights and restrictions (except as to nominal value) attaching to the shares. The resolution assumes that the proposed consolidation will not result in any fractions of shares being created. CA 2014 (IRL), s 83 permits a limited company having a share capital to exercise a power to consolidate its shares, or any of them, into shares of a larger nominal amount, provided that its shareholders have passed a resolution authorising it to do so. Although this Precedent is for a simple consolidation, a resolution under CA 2014 (IRL), s 83(1)(b)may authorise a company to exercise the power to consolidate shares in combination with the power to sub-divide shares. For a form of resolution to effect a sub-division, see Precedent: Ireland—Resolution—sub-division of shares. If a company's shares are not fully paid, the proportion of the nominal

The Companies Act 2014 (Ireland) (CA 2014 (IRL)), sets out the procedure which shall apply to the declaration and payment of dividends, save as otherwise provided by the constitution of the company. Therefore, where the declaration and payment of a dividend by a company is being contemplated, the company’s constitution should be carefully considered and complied with, as well as the statutory provisions. Whether a dividend should be declared is usually a matter for the directors of a company. In the case of a final dividend, it is usual for the directors of the relevant company to make a recommendation as to what the final dividend should be (if any), in addition to recommending the date on which it should be paid. This recommendation is usually followed by the declaration of the final dividend by an ordinary resolution of the shareholders of the company. Save as otherwise provided by the constitution of a company, CA 2014 (IRL), s 124(2) provides that the amount of final dividend

Members’ resolution approving the appointment of multiple directors of a private limited company in a single resolution Under the Companies Act 2014 (Ireland) (CA 2014 (IRL)), a motion at a general meeting for the appointment of two or more persons as directors of a public company by a single resolution must not be made unless a resolution that it should be so made has first been agreed by the members unanimously. Accordingly, the company must ensure each person proposed as a director at a general meeting is appointed by a separate resolution, as a single resolution appointing several directors is

This Precedent sets out the wording for an ordinary resolution to reappoint a company director who is retiring by rotation. It is likely to be relevant to companies limited by guarantee(CLGs) or public limited companies (PLCs) only, as it is the default position for these types of companies. It is less common for private limited company directors to retire by rotation. The default position for PLCs or CLGs under the Companies Act 2014 (Ireland) (CA 2014 (IRL)) is that:

This Precedent is an ordinary resolution of the shareholders of a limited company having a share capital that is proposing to sub-divide its shares into shares of a smaller nominal amount. It specifies that no change is being made to the rights and restrictions (except as to nominal value) attaching to the shares. The resolution assumes that the proposed sub-division will not result in any fractions of shares being created. CA 2014 (IRL), s 83 permits a limited company having a share capital to exercise a power to sub-divide its shares, or any of them, into shares of a smaller nominal amount, provided that its shareholders have passed a resolution authorising it to do so. The resolution required in relation to a sub-division of shares is an ordinary resolution, unless the company’s constitution provides otherwise. CA 2014 (IRL), s 1251 permits an unlimited company having a share capital to exercise a power to sub-divide its shares, or any of them, into shares of a smaller nominal amount, provided that its shareholders have passed a special resolution