Amendment to company’s Constitution/Memorandum and Articles

Company’s Constitution – Overview

Every company incorporated in Ireland is required to have a Constitution (previously termed as the Memorandum and Articles of Association). The Constitution of a company is a set of rules and principles that govern the internal and external operations of the company. It also details the rights of the shareholders and directors of the company.

In practice, the Constitution of a company is laid out at the time of its incorporation. However, during the course of carrying out the business, changes might need to be made in this document. Under the Companies Act 2014, a Private Limited company has a single page Constitution document and does not have a memorandum (previously stating set objects).

Circumstances Requiring Change in Company’s Constitution

There might be circumstances requiring change in a company’s Constitution, these include changes made to company objectives, powers and duties of directors, change in number of directors, changes to the authorised share capital of the company, classes of shares that the company can issue, rights in respect of dividends, how the company could issue loans to third parties, provisions related to conflict of interest etc.

How to Amend a Company’s Constitution?

In order to make amendment to the company’s Constitution, a special resolution is required to be passed which should be approved by 75% of the shareholders. Certain conditions apply to the documents submitted for the amendment in the Constitution:
  • The special resolution (Form G1/G2) should be typed or printed and not hand-written;
  • It should be signed by an existing officer of the company that is appearing in the company records with the CRO;
  • Where a change relates to the increase in share capital, the resolution should be accompanied by Form B4;
  • Where a change relates to the consolidation, cancellation, redemption or sub-division of shares, Form B17 is required to be submitted with the resolution;
  • Where the special resolution relates to the change of the name of the company, it should state the previous name of the company which was mentioned in the certificate of incorporation. This resolution is filed as Form G1Q and should be accompanied by the copy of the amended Constitution with the revised name on it.

How can Fusion Formations Help You?

From the company’s inception to the alterations made subsequently, Fusion Formations is there to assist you. We offer the service of Amendment to company’s Constitution / Memorandum and Articles for a price of €250.00 only.

It is important to ensure that the provisions of the law are complied with when making changes to the Constitution. It is always best to obtain professional advice in relation to these changes. Our professional team will assist you in drafting the new Constitution in accordance with the provisions of the Companies Act, 2014, helping you with preparing the required special resolution and ensuring that all the necessary forms are submitted to the CRO.