Updating a Constitution of a Company

Q&A We are currently adopting a new constitution for our company. When we send the new constitution do we have to send the subscriber pages and do the original members have to sign the subscriber page again or the new members? The company was incorporated back in 1976!!

This was probably the most asked question in during the Companies Act 2014 transition period. When a company is being incorporated the constitution (or old Memorandum and Articles of Association) required the initial subscribers to sign beside their name and address to the number of shares that they agree to take in the company.

I/We, the person(s) whose name and address is subscribed, wish to be formed into a Company in pursuance of this constitution, and I/We agree to take the number of shares in the capital of the Company set opposite my/our name.

These initial subscribers become the first members or shareholders in the company and the names should be inserted into the register of members.

Adopting a New Constitution

When amending a constitution, a copy of the original subscriber page to the constitution (or the old Memorandum of Association) should be annexed to the new constitution. The following does not apply:-

  • The original subscribers do not have to sign the subscriber page
  • The subscriber page does not list the current shareholders
  • The subscriber page does not have to be signed or witnessed

The new constitution plus a copy of the original subscriber page is what is submitted to the CRO. I am not sure why it is still required to be submitted but it does lead to a lot of confusion!

How Can CLS Help

If you require assistance drafting a new constitution please feel free to contact one of our Co Sec Team who would be delighted to help on 059 9186776 or cosec@clscs.ie


Please Note:

Our CLS Insights aims to bring you practical information and news on Company Law and Company Secretarial. We cover the topics that matter to your business and give practical tips and also the benefit our experiences. Please remember this article is a guide and legal advice should always be obtained. If you have any queries please contact one of the team and we would be happy to help.

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