A company constitution sets the internal rules and, for some company types, the objects governing the entity. Amending it can affect member rights, share capital, decision-making and third-party arrangements, so the text and resolution should reflect a clearly defined commercial purpose.
StartCompany.ie’s €400 constitution-change service prepares the routine amendment documents and CRO filing assistance. Complex investor rights, disputes or regulated provisions should be reviewed by a solicitor.
Reasons companies amend a constitution
A change may support new share rights, governance rules, objects, transfer restrictions or an investor transaction. Some changes trigger additional forms, such as a B4 for increased share capital or B7 for certain capital reorganisations.
The constitution should not be changed in isolation from shareholder agreements, investment documents or banking covenants. Conflicting documents create uncertainty about which approvals and rights apply.
Resolution and consolidated text
The CRO provides G1 and G2 routes for special and ordinary resolutions through CORE. The correct approval depends on the provision and the Companies Act, and the filed resolution must be dated and signed by a current officer.
A resolution amending the constitution should be accompanied by the complete amended text incorporating all changes made since incorporation. Handwritten or partial texts are not suitable.
- Identify the commercial and legal purpose.
- Review existing constitution and agreements.
- Use the correct member resolution.
- Prepare a clean consolidated constitution.
- File any connected capital forms.
When specialist legal advice is important
Different share classes, minority protections, compulsory transfers, employee equity and investment rights can have material legal and tax consequences. A standard filing service should not be used to design those rights without advice.
Disclose pending transactions, disputes and external consent requirements before documents are prepared. A technically accepted CRO filing does not guarantee that the amendment is commercially sensible or immune from challenge.
How StartCompany.ie supports the change
For a defined routine amendment, StartCompany.ie prepares the company records and filing assistance described on the €400 service page. Provide the current constitution, exact requested change and approval details.
We can also coordinate connected name, officer or share-capital services where the amendment forms part of a broader company update.
StartCompany.ie service
Change of Constitution (M&A)
Current listed price: €400
Official information and next steps
StartCompany.ie provides preparation and filing support for the service described above. Final acceptance, registration, tax treatment or court approval remains with the relevant authority. Check the current official guidance before acting, particularly where a deadline, tax position, dispute or unusual transaction is involved.