This article is for Irish company directors and business owners who need to make changes to how their company operates but aren't sure if they need to formally amend their constitution.
If you're wondering whether changing your company name, issuing new shares, or adjusting director powers requires a constitutional amendment, and how to actually do it legally, this guide covers when amendments are mandatory, what changes don't require them, and the exact special resolution process you need to follow.
Key Takeaways
• Constitutional amendments require a special resolution with 75% shareholder approval and must be filed with the CRO within 15 days.
• You must amend your constitution when changing company name, altering share capital, modifying director powers, or changing shareholder rights.
• Routine decisions like appointing directors within existing limits or declaring dividends don't require constitutional amendments.
• Directors who approve actions beyond constitutional authority face personal liability for breach of fiduciary duties.
• Give shareholders at least 21 days' notice before general meetings, including the exact wording of proposed constitutional changes.
Laura Ryan is a practising Barrister at the Bar of Ireland. She graduated from the Honourable Society of King’s Inns in 2024, having previously qualified and practised as a Chartered Accountant in a big four accounting firm.
Do I need to amend my constitution every time I appoint a new director?
No, appointing new directors within existing constitutional limits is a routine operational decision that doesn't require a constitutional amendment. You only need an amendment if you're changing the fundamental rules about director powers or expanding beyond what your constitution currently allows.
What's the difference between a special resolution and an ordinary resolution?
A special resolution requires 75% of votes cast to pass, while an ordinary resolution only needs a simple majority (over 50%). Special resolutions are required for constitutional amendments because they protect against fundamental changes passing without strong shareholder consensus.
How much notice do I need to give shareholders before voting on a constitutional amendment?
You must give shareholders at least 21 days' notice before the general meeting. The notice must state it's a special resolution, include the exact wording of the proposed amendment, and explicitly mention that 75% approval is required.
Can directors vote themselves new powers without shareholder approval?
No, directors cannot simply vote themselves new powers - any expansion or restriction of director powers requires a constitutional amendment approved by shareholders through a special resolution. This protects shareholder interests by preventing directors from unilaterally increasing their authority.
How long do I have to file my constitutional amendment with the CRO?
You must submit Form B10 to the Companies Registration Office within 15 days of passing the special resolution. Include a copy of the special resolution and the amended constitution with all changes clearly marked to comply with statutory filing deadlines.
What happens if I take action that goes beyond what my constitution allows?
Actions taken beyond constitutional authority may be void and unenforceable, and contracts signed without proper authority could be challenged by counterparties. Directors who approve unconstitutional actions may face personal liability for breach of fiduciary duties, and shareholders can challenge unauthorized decisions through court proceedings.
Do I need to amend my constitution to open a new bank account or hire employees?
No, opening new bank accounts, office locations, hiring employees, or entering standard commercial contracts are routine operational decisions that fall within normal operations. These don't require constitutional changes as long as they're within the powers already granted to directors.
Does the 75% approval threshold apply to all shareholders or just those who vote?
The 75% threshold applies only to votes actually cast, not to total shareholding. This means abstentions don't count as opposition, and absent shareholders don't automatically oppose changes - only the votes cast at the meeting matter for the calculation.
What if I'm a Designated Activity Company (DAC) and want to expand into new business activities?
DACs must amend their constitution to change permitted activities because their capacity is limited by their objects clause. Private limited companies don't face this requirement since they have unrestricted capacity and can engage in any lawful business activity.
Can I increase my share capital without amending the constitution?
No, increasing authorized share capital requires a special resolution and constitutional amendment. Similarly, creating new share classes with different rights, reducing share capital, or converting shares from one class to another all require constitutional changes through the proper amendment process.
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