Changing your Company Constitution

Every company incorporated in Ireland is required to have a Constitution (previously termed 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 defines the relationship between the company, shareholders, directors and other officers of the company.

Normally, you wouldn’t change your constitution except as part of a wider strategic business activity, such as bringing on new investors or selling, buying, or restructuring a business.

So, you’d typically expect any changes to be handled at the same time.

It’s definitely worth a cross-check conversation with a lawyer if you’re planning to make changes; sometimes, what may look like a relatively straightforward change in one place will have an unintended knock-on consequence elsewhere in your constitution.

What do you need to change your company’s constitution?

You’ll need:

1.  Agenda for the board

Proposing the change to the constitution, if you intend to propose this at a board meeting.

2. Board minutes/resolution

This is the official record of what the directors have decided and what is proposed, noting (once this is known and presumably gained) that the requisite number of shareholder votes have been received.

3. A special resolution document

You’ll need shareholder approval to change your constitution, and this will require a special resolution.

Check out our special resolution clause to change the constitution

To find out more about special resolutions, check out our useful guide

You can circulate a written special resolution document, rather than call a general meeting of the shareholders.

The special resolution will need to set out your intentions.

It should be accompanied by mandatory guidance notes to your shareholders, telling them what to do and how to approve or reject the proposed change.

You may wish to attach a copy of the amended constitution, highlighting where the proposed changes will be if approved.

We recommend that you do so.

You can use our template standard written special resolution for these purposes.

4. A ‘print’ of that special (written) resolution

This is essentially the confirmation that the resolution was approved.

We have a template for this as well.

We call it an agreed written special resolution.

5. A copy of the amended constitution

6. A cover letter to Companies Registration Office (CRO)

This cover letter will accompany the amended constitution, a copy of the shareholder resolution, and any other relevant forms  (e.g. G1) or materials relating to the purpose for which the constitution was amended.

How to change your company’s constitution

Step 1

Diarise and convene a board meeting or raise the intended course of action by written notice to the other directors.

Step 2 

Prepare a board resolution to address the proposed amendment of the constitution to shareholders.

(If you plan to have the discussion at a board meeting, you can essentially start the meeting, deal with any other items for discussion, then raise the proposed amendment and next suspend the board meeting and draft and then pause the resolution, until after you have the shareholder approval. Then you can continue with the same documentation to record the conclusion.)

Step 3 

Produce the special written resolution and send it, with the guidance notes and the ‘print’ to all of your voting-eligible shareholders.

Step 4

Shareholders have 21 calendar days in which to consider and approve the proposed resolution.

If they approve it, they must do so by signing and returning to you, the print of the resolution.

If they do not respond (in time or at all), the resolution cannot be passed, and the directors will not be authorised to make the change.

75% or more of eligible voting shareholders must approve the resolution for it to be passed.

Step 5

Record the shareholder decision (whether supportive or not) in board minutes.

Keep the board minutes somewhere safe.

Step 6

The amended constitution must be filed, together with a copy of the approved resolution and the accompanying cover letter with the CRO within 15 calendar days of being passed by the shareholders.

The submission to the CRO is made using a Form G1

A majority written special resolution takes effect 21 days after the final signature unless members waive that right under section 194(10) or resolution specifies certain date.

This means that if the majority of shareholders come back within, for example, 2 days and approve the resolution and waive their right to delayed effect, the resolution is treated as approved there and then, and the amendments take effect.

The documents must therefore be filed within 15 days of that date.

Alternatively, the resolution could be worded to specify a date where it is intended that the changes should take effect, and in that case, the filing of the documents must be made within 15 days of that date.

While the filing and its time frame is mandatory, the authority to operate according to the approved amended constitution is immediately effective.

The directors do not have to wait for any action on the part of the CRO or for the expiry of any other time frame before they can operate according to their new rules.