Ireland

Designated Activity Company Legal Requirement

Companies in Ireland with an object clause will need to add language (below) to their governing documents to meet the legal requirement for B Corp Certification. For further clarification or if you have any questions about how the legal requirement for B Corp Certification applies to companies in Ireland, please contact us at info@bcorporation.eu.

The below legal entities have an object clause and thus have the following amendment language for their legal requirement for certification:

  • Designated Activity Company

  • Unlimited Company

  • Public Limited Company

  • Company Limited by Guarantee

  • Designated Activity Company Limited by Guarantee

  • Societas Europaea

1) Company Having an Objects Clause

Memorandum of Association

1.1 The objects for which the company is established are:

1.1.1 []; and

1.1.2 through its business and operations, to create a material positive impact on society and the environment, taken as a whole.

Articles of Association

1.2 The members acknowledge and agree that, in discharging their duties to the company as it pursues the object of the company set out at paragraph [1.1.2] of the Memorandum of Association, the directors shall consider the effects of any action or inaction by the company on, without limitation:

1.2.1 the interests of the members of the company;

1.2.2 the interests of the employees of the company;

1.2.3 the interests of the customers and suppliers of the company;

1.2.4 community and societal factors, including in particular those relevant to each community in which the company operates or where its suppliers and customers are located;

1.2.5 the impact of the company's business and operations on the local and global environment; and

1.2.6 the short-term and long-term interests of the company,

(together, the matters referred to above, and any other matters taken into account by the directors relating to the object of the company set out at paragraph [1.1.2] of the Memorandum of Association shall be defined for the purposes of this Regulation as the "Stakeholder Interests" and each a "Stakeholder Interest").

1.3 For the purposes of discharging his duties to the company, and in particular the duty to act in good faith in what the director considers to be the interests of the company, a director shall not be required to regard the benefit of any particular Stakeholder Interest or group of Stakeholder Interests as more important than any other.

1.4 For the avoidance of doubt, a director does not have a duty to any person other than the company with respect to the obligations set forth in this Article and paragraph [1.1.2] of the Memorandum of Association and nothing in this Article or in paragraph [1.1.2] of the Memorandum of Association, express or implied, is intended to or shall create or grant any right or any cause of action to, by or for any person (other than the company).

1.5 The members acknowledge and agree that the inclusion of the object of the company as set out in paragraph [1.1.2] of the Memorandum of Association may affect the financial position of the company and any such effect may be positive or negative.


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