Private Company Limited by Shares with no Objects Clause Legal Requirement
Companies in Ireland without 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 firstname.lastname@example.org.
These are the corporate structures that do not have an object clause and have the following amendment language for their legal requirement for certification:
Private Company Limited by Shares with no Objects Clause Constitution
1.1 In carrying out its business and operations and in pursuing its commercial objectives, the company shall endeavour to create a material positive impact on society and the environment taken as a whole.
1.2 The determination of actions to be taken or not taken by the company in endeavouring to create a material positive impact on society and the environment taken as a whole will be solely at the discretion of the directors.
1.3 The interests of the company shall include the creation of a material positive impact on society and the environment taken as a whole and the members acknowledge and agree that, in discharging their duties to the company as it endeavours to create a material positive impact on society and the environment taken as a whole, the directors shall consider the effects of any action or inaction by the company on, without limitation:
1.3.1 the interests of the members of the company;
1.3.2 the interests of the employees of the company;
1.3.3 the interests of the customers and suppliers of the company;
1.3.4 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;
1.3.5 the impact of the company's business and operations on the local and global environment; and 1.3.6 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 in this regard shall be defined for the purposes of this Regulation as the "Stakeholder Interests" and each a "Stakeholder Interest").
1.4 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.
1.5 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 Regulation and nothing in this Regulation, 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).
1.6 The members acknowledge and agree that the inclusion of the endeavour to create a material positive impact on society and the environment taken as a whole as an objective of the company may affect the financial position of the company and any such effect may be positive or negative.
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