Constitutional Changes & Share Capital Changes

Constitutional Changes

A company’s constitution sets out the rules within which a company must operate.  Companies (other than the Limited company type which has a one-document constitution) are required to have a two part constitution consisting of:

  • A Memorandum of Association detailing the company name, company type, objects (main purpose and powers), liability of the members (if limited), its share capital: and
  • Articles of Association which formalises the rules for the internal operation of the company, the directors’ powers, sets out the procedures for the issue and transfer of shares, for board and general Meetings, payment of dividends and the rights and restrictions attached to the classes of issued shares in the Company.

A company’s constitution may be altered or added to by the passing of a special resolution by the members.  

DHKN can advise and assist you in drafting and amending the constitution for your company and arranging for the adoption and filing of the constitution with the Companies Registration Office.

Share Capital

DHKN provides expert knowledge and guidance in relation to:

  • changes in share capital
  • creation of new share classes
  • group structures (including the creation of golden shares)
  • share allotments
  • share transfers and stamp duty (including arranging for due Revenue stamping)
  • share redemptions
  • company share buybacks
  • rights of shareholders
  • Use of the summary approval procedure to in relation to the provision of financial assistance in connection with the acquisition by a company of its own shares or capital reduction.

We will draft the requisite board, shareholder resolutions, constitutional changes and CRO forms on behalf of your company and advise you of the requirements for convening meetings or passing members' written resolutions as contained in the Companies Act.

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