Company Constitution Review & Amendments — Guide

Bring your Irish company constitution in line with how you actually run the business

Most Irish private companies adopt the default Companies Act constitution at incorporation, never touch it again, and discover at an awkward moment (usually mid-fundraise) that it does not actually permit what the shareholders have been doing. This review identifies the gaps, drafts the amendments, and handles the special resolution and CRO filing.

Read the guide (free)

What is included

• Full review of your current constitution against actual business practice and shareholder intent
• Gap analysis — pre-emption, share classes, director appointment, decision-making, dividend rights
• Drafting of amended constitution or constitution amendment resolutions
• Special resolution of shareholders to adopt
• CRO Form G1 filing
• New constitution issued in clean form

Who this is for

Irish private limited companies that have outgrown their default constitution — typically post-Companies Act 2014 companies that were incorporated quickly with standard templates and now need bespoke share classes, tailored pre-emption regimes, or governance structures matching their shareholders agreement.

Process

1. Purchase — not currently available.
2. Review — constitution, shareholders agreement, any relevant history.
3. Amendment drafting — 7 working days.
4. Shareholder special resolution — e-signed.
5. CRO filing and issue of clean constitution.

Related services

Also consider: Shareholder Agreement, Issue New Shares Pack, Investment Readiness Legal Pack.

Frequently asked questions

What is a company constitution in Ireland?

Since the Companies Act 2014, the constitution is the single public governing document of an Irish private limited company (LTD), replacing the old Memorandum and Articles of Association. It sets out share capital, share classes, pre-emption rules, director and shareholder decision-making, and governance. It binds the company, its members, and its directors.

Do I really need to amend my constitution?

Not always. The standard Companies Act 2014 constitution is adequate for a single-shareholder startup with no ambition to add investors. Amendment becomes necessary when you want to introduce multiple share classes (preferred / ordinary), tailor pre-emption, restrict share transfers, add redemption rights, or align with a shareholders agreement that the constitution does not currently support.

How is the constitution amended?

By special resolution of shareholders (75% majority), followed by filing the amended constitution with the Companies Registration Office (CRO) using Form G1 within 15 days. The pack handles all of this end to end.

Will investors require constitution amendments at my funding round?

Often yes — especially if preferred shares are being issued, if tag-along / drag-along rights are being entrenched, or if investor consent rights are being added at shareholder level. Handling the amendment proactively (not currently available) is significantly cheaper than doing it mid-negotiation with investor counsel driving the drafting.

What is Form G1?

The CRO form for notifying the Registrar of Companies of a change to a company’s constitution. Must be filed within 15 days of the special resolution. The pack covers preparation, filing, and confirmation.

Can I have different share classes in a single constitution?

Yes — and doing so is one of the most common reasons to amend. Multiple share classes (ordinary, preferred, non-voting, redeemable) allow different economic and governance rights for different shareholders. Investors typically expect preferred shares with specific rights; we tailor the drafting.

Read the guide (free)

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