Constitution Alteration

"Constitution" under the Companies Act 2014 replaces the term - "Memorandum and Articles of Association". Under this Act, a new company model, Private company limited by shares (LTD company) under Part 2 of the Act, does not have a memorandum (i.e. no set objects stated). All other types continue to have both a memorandum of association and articles of association.

Special/ordinary resolution
Forms G1 / G2: The resolution presented for filing must not be handwritten but must be either printed or typed and dated. The resolution must be signed by a current officer of the company per CRO records. It should be noted that special rules apply where resolutions are passed granting assistance for the purchase of own shares.

Where a resolution increases Share Capital, Form B4 must also be submitted.
Where Share Capital is cancelled (other than by court order), consolidated, sub-divided or redeemed, Form (B7) must also be submitted .

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Special resolution for change of name
Form G1Q: Special resolution for change of name must also be printed or typed and dated and the current name of the company must appear as it is written on the certificate of incorporation. No other resolutions should appear on this form. Copy of the revised constitution with the new name must be submitted with the resolution and form.

Resolutions amending the constitution of a limited company must be accompanied by an amended text incorporating all changes that might/may have occurred since the original constitution was filed up to the current date.

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Constitutions - The following general requirements apply:

  • Amended constitutions must be in the format specified in the Schedules to the Companies Act 2014. (Format for a LTD company or DAC limited by shares).
  • The amended text must be printed or typed.
  • The document must contain the complete and up-to-date text of both the memorandum and the articles (where applicable), including the subscriber details in each case. All changes effected since incorporation of the company must be embodied in the text. 
  • Manuscript alterations are not acceptable. 
  • The correct numerical sequence of paragraphs must be maintained. 
  • No document will be accepted if it is illegible or would be difficult to scan or copy. 
  • Photocopied texts are acceptable only if the print is easily legible and is capable of being re-photocopied and scanned satisfactorily.

Will the CRO accept Articles of Association which refer to Table A and the Companies Acts 1963 – 2013 or will the CRO require that they are updated to be consistent with the 2014 Act, even if the company is not re-registering at the time?

CRO will continue to accept amendments to a company's M&A which refer to the Companies Acts 1963-2013 in respect of existing private companies. Where a company converts or incorporates as a new company type under the Companies 2014 Act, CRO would expect that they would then adhere to the relevant form of constitution as set out in the Act (for example s19 for new LTD type and s967 for new DAC type). In this same vein, where an existing private company submits an amendment to its M&A and sets this out in the format of one of the new constitutions, and it has not converted by using the appropriate procedures and prescribed Forms - the documents will be sent back and the presenter asked to resubmit in accordance with the conversion procedures (for example Form N1, Special Resolution and Constitution for new LTD type) before the G1 and amended Constitution can be processed.