Need changed text for Articles/Memorandum of Assoc

frost

Hello all
I'm director of a Ltd company my wife & I set up about a year ago, using the documents from one of those websites where you pay a small fee and get all your documents you need to file it yourself. The wording of the Articles & Memorandum of Assoc were almost right, but they were missing some little details (subscriber details, witness details) which meant we had to go back & forth to the CRO until we got it right. A hassle but it's sorted now.

However when I brought the documents to the Bank to set up an account, they told me the wording of our very simple Articles & Memo wouldn't allow them to give us an account with an overdraft, a laser card, a loan, a credit card etc., basically the company has to authorise the directors to put the company into debt. So I asked them for whatever wording they want; this surprised them; I guess most directors would just go to a solicitor and get the right wording, but I really didn't want that expense since there MUST be standard wording somewhere that will suit this purpose. Anyway the bank don't have any "stock" wording, but eventually they gave me a photocopy of another company's articles, with the company name removed. This was lots of pages and details I couldn't completely understand, and I am somewhat familiar with legal business wording. Also it seemed overkill.

So I tried another tack and asked the Bank's head office if they'd supply me with whatever the minimum wording they needed so that they felt we were "authorised" to get loans etc. No response.

So now I'm asking here to see if anyone has come across this, and if there are any generic paragraphs that anyone is aware of that might be make the bank happy. I will bring the text to the bank first and if they approve them, then I'll change our Articles.

Thanks for any help!

Hitchhiker's Guide to...

i'd just go with the articles and memorandum that they gave you.

can you not access memorandums and articles from companies house i.e. of existing companies?

frost

Roundtower2 wrote: »

i'd just go with the articles and memorandum that they gave you.

That was my original intention, but it is a legal change to the company rules and the directors' rights and responsibilities, so I have to understand what it says before I can feel ok going ahead with the change.

Roundtower2 wrote: »

can you not access memorandums and articles from companies house i.e. of existing companies?

Not sure, but I'd still need to know the name of a company that has the minimum wording that I am looking for.

I am beginning to suspect that my expectation comes from my upbringing (I'm from the States originally though I've been here since '91). I believe this kind of stock phrasing is readily available there, but maybe in Ireland you just go to a solicitor or take what you need + whatever else comes with it, from an existing company...

antoinolachtnai

You normally get a formations company to do the whole formation for you and it's all sorted out. The problem seems to be the memorandum and articles you bought. Not having provisions for opening a bank account seems like a big oversight.

You could fiddle around with your existing memo and arts. But if I were you, I would just save time by folding the company and starting again with the help of a formations company or accountant (who will subcontract to a formations company).

forbairt

antoinolachtnai wrote: »

You normally get a formations company to do the whole formation for you and it's all sorted out. The problem seems to be the memorandum and articles you bought. Not having provisions for opening a bank account seems like a big oversight.

I went the formations company route a few years back ... and yes it cost a few hundred .. which I didn't think much of at the time ... what I did get was some of the longest memorandum and articles covering practically everything and I thought it was slightly overkill but I guess not from reading this. It practically covered me on everything I could want to do in terms of IT / Media

frost

changing my articles & memo is much easier than setting up anew, but it does sound like one good option is to go to a formations company and buy their articles & memo off them.

just to clarify, we *could* open a bank account, we just couldn't get a loan, overdraft, credit card. it hasn't really hampered us running the business the first year, but i am thinking down the road it might.

antoinolachtnai

Ah. ok. Then you might be alright. You need to find the relevant wording in another memo and arts and add it.

The reason I say that you would be better off starting again is that if you are not able or comfortable with doing the change yourself, the solicitors' fees are going to end up almost as much as the formation fees, and you would be more comfortable that a similar issue is not going to arise again.

forbairt

antoinolachtnai wrote: »

Ah. ok. Then you might be alright. You need to find the relevant wording in another memo and arts and add it.

The reason I say that you would be better off starting again is that if you are not able or comfortable with doing the change yourself, the solicitors' fees are going to end up almost as much as the formation fees, and you would be more comfortable that a similar issue is not going to arise again.

He would still have had to close the company ? (which last time required a classified listing in a nationalpaper as its a ltd) ?? and that just gets plain silly in pricing. Add on the couple of hundred for the formations company ? it'd start to get up to solicitors fees already ?

RegB

Hi

I think it is strange that the Memordum and Articles of Association that were used to form your company do not include the provision to extend to bank loans etc. A lot of company's which are formed by these formation agents are just banged together with very little though by there people. You need to have resolution showing the shareholders approve the change to the Articles, and a resoluation containing the exact wording of your new articles or articles needs to be submitted to the CRO in a standard format and a new set of articles which will require them being renumbered also have to be sent to the CRO. The CRO filing fees are relatively inexpensive, €30 to lodge the documentation but solicitors fees are very expensive. I am a Company Secretary working in private practice and would be willing to help.

antoinolachtnai

I don't think the OP used a formations company. He bought a set of memo and arts online.

OK, hands up, shutting down the old company could be a right nuisance and expensive.

frost

yep i bought the memo arts and a few other documents prefilled online through www.registeracompany.ie. cost was 75 euro in 2006 and looks like the price hasn't changed, but I can't say whether they have changed/improved their document wording since then.

forbairt

frost wrote: »

yep i bought the memo arts and a few other documents prefilled online through www.registeracompany.ie. cost was 75 euro in 2006 and looks like the price hasn't changed, but I can't say whether they have changed/improved their document wording since then.

I went through I think it was http://www.companyformations.ie/ in 2001 ? or 2 ? ... and it cost me I think 300 whatever it was then (their site these days looks a bit templately for me but thats a different matter)

Looks like its 339 now for private limited by shares.
As I said they pretty much covered me on everything at the time

stepbar

In short, your memo's and art's do not give the company the power to borrow money. I think the best advise is to start again. The fees to change memo's and art's can be expensive.

RegB

If he starts again he will have to get the company struck from the register which could cost him anything up to 2000 for the work involved and then there is the cost of forming a new company, changing you articles is relatively simple if you know how, PM if you want advice

thecleverone

Do not close down the company and start a new one. I have the wording here if you want it. Just PM me and i'll send it on to you

frost

i'm waiting on a reply from the CRO but from what RegB said and looking at this page, which admittedly doesn't list changing memo/arts, the fees for post-incorporation filing of other documents don't appear to be bad.

so unless they come back to me and say it's gonna cost a bundle, i'll stick with my existing company, and just amend the docs, assuming getting the right wording doesn't cost a packet!

in the meantime PMs on their way to RegB and thecleverone...

antoinolachtnai

No, the charges aren't bad, but all the hassle and grief, and if necessary, legal fees.

Since you are changing, it might be worth giving some of these friendly people a few euros to give your memo and arts a full run-through to make sure there aren't any other issues lurking.

frost

Thanks to RegB and thecleverone for looking over these off-thread.
In the meantime, here is the response I got from the CRO:

You would need to file a G1 along with the amended memo & articles. A G1 is
€15 and any attachment to the G1 is also €15.