Your formation provider sends an Irish LTD constitution for signature. It looks short, and much of the wording seems standard. Should you simply sign it? First check that it expresses the company and initial ownership you actually intend, and ask what rules will apply once it is registered. A short document can still have important consequences.
This guide is a pre-signing review for a new private company limited by shares, or LTD. It is not a downloadable constitution, a substitute for a solicitor's advice or a guide to every company type. Official sources were checked on 20 October 2026. Use the checklist to give your formation team clear instructions, not to edit legal clauses without understanding their effect.
1. Start with the correct Irish company type
CRO explains that an LTD uses a single-document constitution, consisting of articles of association without a memorandum or stated objects. Other Irish company types use different constitutional formats. Do not copy a UK company's articles or a DAC's memorandum because the layout looks familiar. Confirm that the proposed company really is an LTD before checking individual clauses.
A formation package may describe the document as a constitution or use the familiar shorthand M&A. The label on an invoice does not decide which legal document you need. Ask for the final LTD version and distinguish it from the incorporation application, the certificate issued after incorporation and any separate agreement between shareholders.
Put your proposed legal name and company type at the top of the review brief. If you already have a company, obtain its actual current constitution instead: an unsigned draft prepared for a new formation is not evidence of an existing company's rules.
2. Check the essential terms, not just the spelling
Section 19 and Schedule 1 set the framework: the company's name, its LTD status, limited member liability, capital provisions, each subscriber's shares and supplemental regulations where adopted. The statutory form is a starting point for checking completeness, not a personalised recommendation for your ownership or governance arrangements.
Read the final version alongside the formation instructions. Are the company name and subscriber identities consistent? Has a previous customer's name survived in a heading or attachment? Are there unused alternatives, blank fields or drafting notes? Resolve discrepancies before anyone signs. Do not let one founder correct a PDF while another authorises a different version for filing.
Keep a simple control sheet identifying the document version, outstanding questions, responsible person and agreed changes. That is a practical quality-control aid, not a legal approval. Ask the presenter to reconcile the constitution and Form A1 together rather than treating them as unrelated forms.
| Check | Resolve before signing |
|---|---|
| Legal identity | Exact name and LTD format |
| Subscribers | Actual initial owners and authority |
| Share terms | Numbers, class and nominal value |
| Governance | Defaults and any special provisions |
| Execution | Final version and accepted signing route |
3. Make sure the subscribers are the intended first owners
Under section 168, constitution subscribers agree to become members and must be entered in the register of members when the company is registered. Signing as a subscriber is therefore not just confirming that you arranged the application. Check the actual owner rather than automatically using whoever contacted the formation provider or paid the invoice.
An overseas parent company and the individual who owns that parent are different possible subscribers. If the parent is intended to hold the shares, ask how its legal identity and authorised signatory should be recorded. Obtain the relevant authority and supporting documents before execution. Our corporate-shareholder guide covers the wider preparation work without treating every document as a universal CRO attachment.
Likewise, being a director or secretary does not by itself establish a shareholding. Prepare separate lists of officers and initial owners, then reconcile overlapping roles deliberately. If one founder is joining later, do not describe a hoped-for future allotment as an existing subscription.
4. Understand what the share figures actually mean
An LTD can state an authorised capital amount or use the statutory alternative of capital divided into shares of a specified fixed amount without stating an authorised total. Schedule 1 illustrates both approaches. Neither a large authorised figure nor a long list of potential shares tells you how many shares each founder actually takes.
Write down the subscriber quantities, class, nominal value and intended rights separately. For a fictional company with 100 identical ordinary shares subscribed equally by two founders, each takes 50. If instead the agreed split is 70 and 30, that must be reflected deliberately. This arithmetic example assumes identical rights; different classes or rights can make a simple percentage misleading.
Keep nominal share value, subscription terms, paid-up position, company valuation and the price of formation distinct. Ask what the final documents say about payment rather than assuming that paying the formation invoice pays for the shares. If a founder contributes equipment, intellectual property or work instead of cash, obtain appropriate legal and accounting advice before recording the arrangement.
5. No objects clause does not mean no legal restrictions
Section 38 gives an LTD broad legal capacity, but expressly preserves duties and obligations under other law. Absence of an objects clause does not give permission to operate a regulated business, disregard licensing or ignore company-law duties. Separately, section 18 requires an intended activity in the State for registration.
Describe the real intended business to the formation team even though the constitution does not contain a DAC-style objects list. Use the activity and NACE guide for the application details. Do not add a borrowed paragraph claiming worldwide permissions or guaranteed tax advantages to make the document sound more substantial.
If the business model needs a particular legal structure or regulatory permission, establish that before selecting an ordinary LTD template. Incorporation does not guarantee banking, immigration rights or a particular tax treatment. Those questions need their own assessment; they cannot be resolved by optimistic constitutional wording.
6. Ask which rules apply beyond the printed page
Section 31 explains the binding effect of a registered constitution, subject to the Act, and addresses statutory governance rules qualified by what the constitution provides. A short constitution does not mean the company has no rules on decisions, shares or administration. Have the adviser explain the applicable statutory defaults and any supplemental regulations rather than measuring protection by page count.
Section 158 places management with directors within the statutory and constitutional framework. A shareholder's ownership percentage and a director's management role are not interchangeable. Ask who may approve borrowing, sign commercial commitments, appoint officers or authorise an issue of shares in your actual structure. These questions identify where advice is needed; this guide does not supply ready-to-use clauses.
A sole founder may expect simple administration, while co-founders may want particular consent rights. Record those expectations before choosing the document. Do not assume that an informal promise that both founders must approve everything has already changed the company's decision rules.
7. Identify when standard formation needs separate legal work
Tell the provider before filing if there are investors, different share classes, founder vesting, promised vetoes, transfer restrictions, an employee ownership plan or a corporate parent with group requirements. Ask a solicitor which arrangements belong in the constitution, a shareholders' agreement or other transaction documents, and how those documents should work together.
Consider two fictional founders who agree equal ownership but expect different outcomes if one leaves after three months. A document recording equal subscriptions does not by itself settle their departure bargain. Similarly, a proposed investor's request for consent rights should not be reduced to adding a sentence copied from another company's articles.
CRO registration and personalised legal review are different tasks. Do not assume registration confirms that the founders' commercial intentions have been implemented. Ask what the formation package includes and commission any bespoke drafting separately before signing. Our shareholders' agreement guide helps prepare the discussion; it is not a substitute for that legal work.
8. Agree the signing and witnessing route before execution
Section 19 provides for subscriber signatures attested by a witness, or authentication through the route referred to in section 888. That is not blanket permission to paste a signature image into any PDF. Ask the presenter for the accepted execution instructions for this constitution and filing, including witness details, dates, subscriber particulars and any handwritten entries required by the chosen process.
An online application does not make every electronic-signature product an accepted solution. Confirm the actual route before arranging remote signatories, couriering originals or asking someone to witness a document. CRO identity verification and execution of the constitution are separate requirements; completing an identity check does not sign the shareholder's subscription.
Send everyone the same final version with clear instructions about who signs and in which capacity. If a substantive change is needed after signatures are collected, stop and ask the presenter whether fresh execution is required. Do not attach an old signature page to materially different terms or invent a signing date.
9. Keep the registered version and treat later changes properly
After incorporation, retain the submitted and registered documents with the company records and confirm the member register and share evidence are consistent with the completed formation. Keep drafts separately labelled. When a bank, accountant or adviser asks for the constitution, identify the correct current version instead of forwarding the first attachment found in an email thread.
The constitution is not an ordinary business document that a director may silently overwrite. Section 32 provides for amendment by special resolution, subject to the Act. CRO guidance requires an amended text incorporating the changes for the relevant filing. Other approvals, protections or filings can matter depending on what is being changed.
For an existing company, ask for a review of the actual proposed amendment, not a new-company template with the name changed. Our constitution-change service guide addresses that different task. Keep the resolution, complete amended text and registration evidence together; ask the adviser when and how the change takes effect.
10. Give the formation team a clear instruction pack
StartCompany.ie's formation packages include core incorporation documents, including the constitution, and the CRO filing fee. We work with authorised partners to provide our services. Compare current inclusions and the total payable, then explain any non-standard ownership or governance requirements before ordering. Do not assume a package includes a bespoke shareholders' agreement, investor negotiation or a solicitor's opinion.
Send a concise brief: the proposed name and company type, actual subscribers, ownership split, share decisions, officers and any special arrangements needing review. Ask who will prepare the documents, who must approve them and which questions need a solicitor before submission. Company names and incorporation remain subject to CRO approval.
- Confirm the exact name and LTD format.
- Identify the actual subscribers and signing authority.
- Reconcile quantities, rights and nominal share value.
- List governance expectations needing legal review.
- Agree execution instructions for one final version.
- Check scope and total payable before instruction.
- Retain the completed formation and current company records.
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Official information and next steps
Official sources checked on 20 October 2026. This is a pre-signing checklist for a new Irish LTD, not a legal template or a substitute for advice on the actual constitution, ownership rights and execution route.
- CRO: required incorporation steps and constitution checklist
- Companies Act 2014, Section 19: form and execution
- Companies Act 2014, Schedule 1: LTD constitutional form
- Companies Act 2014, Section 168: member definition
- Companies Act 2014, Section 17: formation and member liability
- Companies Act 2014, Section 38: LTD capacity
- Companies Act 2014, Section 18: activity in the State
- Companies Act 2014, Section 31: effect of constitution
- Companies Act 2014, Section 158: management powers
- Companies Act 2014, Section 888: authentication
- Companies Act 2014, Section 32: amendments
- CRO: registration is distinct from members' commercial intentions
- CRO: constitution alteration requirements