Change of Constitution (M&A)

What is the Company Constitution?

The company constitution governs how the company operates. An Irish LTD has a single-document constitution; other company types may have a memorandum and articles of association. The applicable document sets out rules for decision-making, share rights, directors and meetings.

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.