Change of Constitution (M&A)

What is the Company Constitution?

The company constitution (formerly known as the Memorandum and Articles of Association) is the foundational legal document that governs how your company operates. It sets out the rules for decision-making, the rights of shareholders, the powers of directors, and the procedures for meetings and resolutions.

When Would You Change It?

• Changing the company's objects or activities
• Altering share capital provisions
• Modifying director or shareholder powers
• Updating provisions to reflect changes in company law
• Adding or removing restrictions on share transfers

The Process

• Review of the proposed changes and their legal implications
• Drafting of the special resolution and amended constitution
• Shareholders pass the special resolution (75% majority required)
• Filing of the amended constitution and special resolution with the CRO
• Confirmation of registration

Important Notes

Certain amendments may require court approval or may trigger additional regulatory requirements. We will advise you on the specific requirements for your proposed changes.