Constitution Alteration

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“Constitution” under the Companies Act 2014 replaces the term “Memorandum and Articles of Association”.

Under the Companies Act 2014, a company model, Private company limited by shares (LTD company) under Part 2 of the Act, does not have a memorandum, as in no set objects stated. All other types continue to have both a memorandum of association and articles of association.

Special/ordinary resolution
Forms G1 and G2 are available on CORE. 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, a Form B4 must also be submitted.
Where Share Capital is cancelled (other than by court order), consolidated, sub-divided or redeemed, a Form B7 must also be submitted. Forms B4 and B7 are available on CORE.

Special resolution for change of name
A Form G1Q – Special resolution for change of name can be submitted through CORE, 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. A 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.

Constitutions
The following general requirements apply:

  • Amended constitutions must be in the format specified in the Schedules to the Companies Act 2014.
  • 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.