This article is for Irish company directors and founders who need to change their company constitution—whether for an investment round, updating share structures, or fixing governance issues.
If you're wondering how to legally amend your constitution, what a special resolution actually requires, or what you need to file with the CRO, this guide covers the complete process from proposing changes to registration.
Key Takeaways
• Constitutional changes require a special resolution with 75% shareholder approval and 14 days' notice with exact amendment text. • You must file Form B10 and amended constitution with the CRO within 28 days; changes take effect immediately upon resolution. • Investment rounds typically require creating new preference share classes, necessitating constitutional amendments to accommodate investor rights. • Shareholders holding 10% of voting rights can requisition a general meeting to propose constitutional amendments under Section 178. • Section 87 requires separate 75% approval from affected share classes before varying their specific rights like voting or dividends.
What exactly is a company constitution and why does my company need one?
Your company constitution is the internal rulebook that governs how your company operates, covering everything from share structures to director powers and meeting procedures. Section 15 of the Companies Act 2014 requires every Irish company to have one, and it legally binds both the company and all its members.
When would I need to change my company's constitution?
You'll typically need to amend your constitution during investment rounds when investors require preference share classes with specific rights. Other common triggers include correcting errors in the original document, changing transfer restrictions or voting rights, implementing employee share schemes, or restructuring ownership.
What's the difference between a special resolution and an ordinary resolution?
A special resolution requires at least 75% of votes cast to pass (versus a simple majority for ordinary resolutions) and needs at least 14 days' notice to shareholders. Special resolutions are required for fundamental changes like altering the constitution, changing the company name, or reducing share capital, providing stronger protection for shareholders.
How do I actually propose and pass constitutional changes?
The board drafts the amendments and calls a general meeting, or shareholders holding at least 10% of voting rights can requisition a meeting themselves. You must include the full text of proposed changes in the meeting notice, then shareholders vote at the meeting (or via written resolution if all entitled shareholders sign). The changes need 75% approval from votes cast to pass.
Can I remove any shareholder rights I want through constitutional amendments?
No, Section 85(2) prohibits constitutional provisions that conflict with mandatory provisions of the Companies Act 2014. You cannot remove fundamental shareholder protections like rights to information, meeting attendance, or statutory remedies. Additionally, changing class rights attached to specific share classes requires separate approval from that affected class at a 75% threshold.
What documents do I need to file with the CRO after changing the constitution?
You must file Form B10 within 28 days of passing the special resolution, attach the amended constitution showing all changes, and pay a €30 filing fee through the CRO's CORE system. The CRO will reject your filing if the amended constitution conflicts with company law or if the resolution wasn't properly passed.
When do constitutional changes actually take effect?
Changes take effect immediately when the special resolution passes, not when you file with the CRO. However, the changes aren't opposable against third parties until CRO filing, so best practice is filing within days of passing the resolution to ensure public records are current and avoid potential issues with investors or other parties.
What happens if I voted against the constitutional changes but they passed anyway?
You cannot block changes if the resolution achieved the required 75% approval. However, Section 212 allows you to apply to court for relief if the changes are oppressive or unfairly prejudicial to you. The court can cancel the amendment, order the company to purchase your shares, or impose other appropriate remedies.
What are the typical costs for amending my company constitution?
The CRO filing fee is only €30, but professional legal fees for drafting amendments typically range from €500 to €2,000 depending on complexity. Investment round amendments cost more because they require negotiation with investors and must align precisely with investment agreements, while simple changes like updating director numbers are relatively inexpensive.
How often should I review my company's constitution?
You should review your constitution before each funding round to ensure it can accommodate investor requirements without extensive redrafting. Annual reviews help identify outdated provisions and ensure the constitution reflects current ownership and governance structures. Proactive reviews prevent discovering problems during due diligence when time pressure makes considered amendments difficult.
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