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Help with Memorandum of Association

  • 02-06-2010 11:00am
    #1
    no1beemerfan
    Closed Accounts Posts: 1,714 ✭✭✭


    Hi,

    I work in an Accountants practice and one of our client's has two companies....one active and one dormant.

    Anyways with the dormant co. he want to change the name and function of the company....I've filled out the Form G1Q etc but now have to change the Memorandum (the objectives) of the company as it was orginally a film/screen/plays etc. production co. and now its to become a trustee co for managing pensions...ie....self administrating.

    My problem is what wording/objectives etc to put in so does anyone know of such a company where I can get their memorandum to use as an example?

    Thanks!


Comments

  • #2
    DoMyBooks
    Registered Users, Registered Users 2 Posts: 355 ✭✭DoMyBooks


    I would suggest speaking to a cosec specialist. I've seen mem and arts messed up before from people copying another company and it can lead to a lot of trouble in time.

    Try Geri at http://www.getregistered.ie

    No connection but she did similar work for me previously at a reasonable rate.


  • #3
    thecleverone
    Closed Accounts Posts: 337 ✭✭thecleverone


    Just remember to keep the following in mind, mainly the fact that you will have 2 special resolutions to file with cro:

    1. when changing the company name, be sure to file the G1Q along with an amended set of memorandum & articles of association. The ONLY things you can change in those memorandum & articles is (a) the company name (b) conversion of share capital from IR£ to Euro if applicable and (c) ensure the citation reads "Companies Acts 1963 to 2009"

    2. A separate special resolution will need to be filed to change the main objects of the company to that of the trustee companyot to replace the memorandum & articles in their entirety. You will need to do this on a G1 form along with an amended new set of memorandum & articles of association

    3. A change of name will NOT be processedby CRO unless ALL annual returns and accounts are up todate.

    Be sure not to copy any memarts from another company as domybooks suggested as every company has different memorandum & articles. The memorandum i wouldn't worry too much about but the articles are generally tailored to each company re directors rotation, agm's, share rights etc so it would be a bad idea to copy these from another company as it could cause complications down the line.

    If you want a main objects clause that will suffice, PM me and i'll send one on to you.


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