The Company Constitution in Ireland: What the Companies Act 2014 Requires
How the company constitution works under the Companies Act 2014: one document for an LTD, two for a DAC, and how to amend it and file with the CRO.
Under the Companies Act 2014, a company's constitution is the document that sets out how it is run. For a private company limited by shares (an LTD) it is a single document. For a designated activity company (DAC) and other company types it is two documents. This guide explains what the CRO and the Act say about the constitution, how it is changed, and what must be filed. Rules in this area change, so check the current position on the official pages and take advice for your own situation.
What the constitution is
The Companies Act 2014 uses the word "constitution" in place of the older "memorandum and articles of association". According to the Companies Registration Office (CRO) page on constitution alteration (last modified 17 November 2025), a private company limited by shares under Part 2 of the Act has no memorandum. All other company types have both a memorandum and articles of association.
If you are setting up a company, the constitution is one of the first documents you will need. Our guide to incorporating a private company limited by shares in Ireland covers the wider registration process. This article concentrates on the constitution itself and on changing it later.
LTD versus DAC and other company types
The CRO page on forming a company (modified 30 October 2025) describes the position by company type:
- LTD (private company limited by shares): the constitution is a single document, the articles of association. It has no memorandum because an LTD has no stated objects. The format is set out in Schedule 1 to the Companies Act 2014.
- DAC (designated activity company): a DAC limited by shares follows Schedule 7, and a DAC limited by guarantee follows Schedule 8.
- Other types: the page lists the Schedule that applies to each of the other company types: Schedule 9 for a public limited company, Schedule 10 for a company limited by guarantee, Schedule 11 for a private unlimited company, Schedules 12 and 13 for public unlimited companies, and Schedule 16 for an investment company.
One practical consequence follows from the CRO's wording: for companies other than an LTD, the objects in the constitution must correspond to the company's principal activity. The CRO page states that this requirement does not apply to LTD companies.
What is filed when the company is formed
According to the CRO page on forming a company, a Form A1 and the constitution are submitted online through CORE, the CRO's online filing system. The page says the constitution must be signed by the subscribers, with the signatures witnessed and dated. It also sets out a checklist, including that the constitution:
- is printed in black on durable paper with consecutively numbered paragraphs;
- cites the Companies Act 2014; and
- matches the company name on Form A1.
The page says documents are processed in chronological order and subject to checks, with documents returned for correction processed by their resubmission date.
Changing the constitution
Section 32 of the Companies Act 2014, headed "Amendment of constitution by special resolution", provides (as read on the Irish Statute Book) that a company may amend its constitution by special resolution, subject to the Act. Amendments have the same force as the original provisions and can themselves be changed the same way. The section also protects existing members: a member who joined before an amendment is not bound by a change that would require them to take more shares or increase what they must pay, unless they agree in writing to be bound.
The same section says that if an amendment must be published under section 33, the company must also file the full updated constitution with the Registrar. The statute page shows no date.
What a special resolution needs
The CRO page on resolutions and meetings (last modified 7 November 2025) states that a special resolution needs a 75% majority of the votes cast by members entitled to vote, and is submitted on Form G1 through CORE. It adds that a copy must go to the CRO within 15 days of the passing, citing section 198. Where a majority written special resolution is used, the page says it takes effect 21 days after the final signature unless members waive that right under section 194(10) or the resolution specifies a date. For notice, the page gives 21 days for an AGM or a meeting called to pass a special resolution.
The mechanics of notice and voting are covered in more detail in our guide to general meetings and AGMs under the Companies Act 2014.
Filing the amended constitution
The CRO page on constitution alteration says the filing must include an amended text incorporating all changes since the original constitution was filed, up to the current date. It also sets formatting rules for the constitution: it must follow the format in the Schedules, be printed or typed with no manuscript alterations, include the complete up-to-date text, maintain the correct numerical paragraph sequence, and be legible enough to scan. Illegible documents will not be accepted. The page does not state a separate filing deadline for the amended constitution.
Forms for particular changes
The CRO page lists additional forms depending on what the resolution does:
| Change | Filing as stated by the CRO |
|---|---|
| Special or ordinary resolution | Forms G1 and G2 on CORE; resolution typed and dated, signed by a current officer per CRO records |
| Increase in share capital | Also Form B4 |
| Cancellation (other than by court order), consolidation, sub-division or redemption of share capital | Also Form B7 |
| Change of company name | Form G1Q on CORE; no other resolutions on the form; copy of revised constitution with the new name attached |
The page also notes special rules for resolutions granting financial assistance for the purchase of the company's own shares. If your change involves cutting share capital, read our explanation of the summary approval procedure for reducing share capital, as that route has its own requirements.
A practical checklist
Our suggestion: before you pass a resolution to change the constitution, work through these steps.
- Confirm which company type you are: the schedule and the one-document or two-document structure differ.
- Obtain the current filed constitution and prepare a single consolidated text showing all changes since incorporation.
- Check the notice period and voting majority against the official CRO page on resolutions and meetings.
- Identify any extra form (B4, B7, G1Q) triggered by the change.
- Diarise the 15-day period the CRO page gives for sending the special resolution.
- Consider whether any existing member could be affected in the way section 32 describes.
These are working suggestions, not legal requirements. Professionals should take advice for their own situation, particularly where the amendment is contentious or involves share rights.
What the sources do not say
The CRO pages we reviewed do not state a filing deadline for the amended constitution itself, and the statute page for section 32 shows no date and is the Act as enacted, so we have not checked for later amendment. This guide does not set out the contents of sections 30 and 33; read them on the Irish Statute Book. The CRO pages carry modification dates in their metadata, which we have quoted; the official position may have changed since.
Learnsignal's offices are off Baggot Street in Dublin, and we offer in-person training from there. For current details, see our CPD pages.
Frequently asked questions
Does an LTD have a memorandum of association?
No. According to the CRO, an LTD has a single-document constitution, the articles of association, and has no memorandum because it has no stated objects.
How is a company's constitution amended?
Section 32 of the Companies Act 2014 provides for amendment by special resolution, subject to the Act. The CRO says a special resolution needs a 75% majority of votes cast and is filed on Form G1 through CORE.
Do we have to file the whole constitution again after an amendment?
The CRO page says the filing must include an amended text incorporating all changes since the original constitution was filed. Section 32 also refers to filing the full updated constitution where publication under section 33 is required.
How long do we have to send a special resolution to the CRO?
The CRO page on resolutions and meetings, last modified 7 November 2025, refers to 15 days from the passing of the resolution. Check the current figure on the official page.
What changes if we change the company name?
The CRO page says to use Form G1Q on CORE, with no other resolutions on the form, and to attach a copy of the revised constitution showing the new name.
Always check the current CRO guidance and the Act itself before filing, as company law filing practice is updated from time to time.
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Learnsignal Healthcare Education Team
The Learnsignal Healthcare Education Team creates CPD and compliance training content for nurses, allied health professionals, and care providers, drawing on current regulatory guidance from bodies including NMBI and equivalent professional regulators.
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