“Constitution” under the Companies Act 2014 replaces the term – “Memorandum and Articles of Association”. Under the 2014 Act, a company model, Private company limited by shares (LTD company) under Part 2 of the Act, does not have a memorandum (i.e. no set objects stated). All other types continue to have both a memorandum of association and articles of association.
Special/ordinary resolution
Forms G1 / G2: These are online forms only. The resolution presented for filing must not be handwritten but must be either printed or typed and dated. The resolution must be signed by a current officer of the company per CRO records. It should be noted that special rules apply where resolutions are passed granting assistance for the purchase of own shares.
Where a resolution increases Share Capital, Form B4 must also be submitted.
Where Share Capital is cancelled (other than by court order), consolidated, sub-divided or redeemed, Form (B7) must also be submitted .
Special resolution for change of name
Form G1Q: Special resolution for change of name must also be printed or typed and dated and the current name of the company must appear as it is written on the certificate of incorporation. No other resolutions should appear on this form. Copy of the revised constitution with the new name must be submitted with the resolution and form.
Resolutions amending the constitution of a limited company must be accompanied by an amended text incorporating all changes that might/may have occurred since the original constitution was filed up to the current date.
Constitutions – The following general requirements apply: