Change a Company Constitution | Memorandum and Articles of Association

Company Bureau can assist you in making changes to your company’s Constitution (formerly known as Memorandum & Articles of Association). Any change in the Constitution requires a Special Resolution, which must be approved by 75% of the Shareholders. This is required to make changes to items such as the company objectives, members’ voting rights, or authorised share capital. Our professional service will include the following:

Redrafting of the company’s Constitution to your specific requirements
Updating the Constitution to be fully compliant with the Companies Act 2014 (if required)
Preparation and filing of Statutory forms with the Companies Registration Office
Preparation of Shareholders’ Special Resolution
Preparation of Directors’ Board Minutes to pass Shareholders’ Resolution
Two bound copies of the amended Constitution

Our fee starts from €150+VAT for this service.

For more information, or to proceed with changing the Constitution of your Company, please don’t hesitate to contact us

FAQ's

What is a company Constitution in Ireland?

A company Constitution is the primary legal document that governs how a company operates. It sets out important rules relating to the company’s powers, shareholder rights, decision-making procedures, share capital, and internal governance. Since the introduction of the Companies Act 2014, the Constitution has replaced the Memorandum and Articles of Association. Keeping your Constitution up to date is essential to ensure it reflects the company’s current activities and remains compliant with Irish company law.

When do I need to amend my company’s Constitution?

You may need to amend your company’s Constitution whenever you make a significant structural or governance change within the company. Common reasons include:

Changes to company objectives
Altering of shareholder voting rights
Creation of new share classes
An increase in authorised share capital
Updates to provisions that are no longer suitable for the business

Do I need shareholder approval to change my company Constitution?

Yes. Any amendment to your company’s Constitution generally requires shareholder approval by way of a Special Resolution. Under Irish company law, a Special Resolution must typically be passed by at least 75% of the votes cast by members entitled to vote. Once approved, the relevant documentation must be filed with the Companies Registration Office (CRO) within the prescribed timeframe to ensure the change is legally effective and properly recorded.

How long does it take to amend a company Constitution?

The timeframe for amending a company Constitution depends on the complexity of the proposed changes and how quickly shareholder approval can be obtained. Once the Special Resolution has been passed and all required documentation has been prepared, the relevant filings can be submitted to the Companies Registration Office (CRO). Simple amendments can often be completed within a relatively short period, while more complex changes involving multiple shareholders, share restructuring, or bespoke constitutional provisions may take longer to finalise. For more information on the expected timeframe for your specific amendment, contact our team today, and we will be happy to guide you through the process.

What happens if I make changes to my company's Constitution without following the proper approval process?

Changes you make to your Constitution without the required shareholder approval or CRO filings may not be seen as legally valid. This can create uncertainty regarding shareholder rights, company decisions, share capital arrangements, and governance matters. In some cases, improperly implemented changes can lead to disputes between shareholders or compliance issues with regulators. Following the correct legal process helps protect both the company and its shareholders.