Companies Act 2014 (The “Act”) – Directors’ Statutory Duty To Adopt A New Constitution

In accordance with Section 60 of the Companies Act 2014 Directors of an existing private company have a duty;

  • to prepare a new constitution for the company in the form provided for in the Act;
  • to deliver a copy of such constitution to each member; and
  • to deliver, in the prescribed form, the constitution to the CRO for registration.

These duties apply unless

  • The members have already adopted a constitution (i.e. converted);
  • The company is required to re-register as a DAC or is in the process of re-registering as a DAC; or
  • The company is in the process of re-registering as another type of company

If you are a Director of a company which does not comply with the requirements of Section 60, you will be in breach of a statutory duty in your capacity as Company Director.

If you would like assistance preparing and filing a new constitution with the CRO please call Anna or Bernadette on +353 (0)91 704818.

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