An Irish company’s constitution sets its internal rules and core legal characteristics. Search the exact company on CRO CORE, review its document list and obtain the filed constitution and later amendments or replacement documents. For a current legal opinion, reconcile the full filing history rather than relying only on the original incorporation document.
Terminology changed under the Companies Act 2014
A private company limited by shares (LTD) has a one-document constitution and no objects clause. Other company types generally have a two-part constitution containing a memorandum and articles of association.
What a company constitution contains
The contents depend on company type and date. A constitution can address:
- the registered company name and type;
- limited-liability and capital provisions;
- objects for company types with restricted capacity;
- share rights, transfers and allotment procedures;
- member meetings, voting and written resolutions;
- director appointment, powers and proceedings;
- dividends, records, notices and administration;
- optional provisions or bespoke restrictions.
Many statutory default provisions can apply unless modified or disapplied, and some legal rules cannot be overridden. The document must be read with the Companies Act, later legislation and valid amendments.
LTD constitution vs memorandum and articles
| Company type | Constitution format | Objects |
|---|---|---|
| Private company limited by shares (LTD) | One-document constitution | No stated objects; broad capacity under the Act |
| Designated activity company (DAC) | Memorandum and articles | Objects define designated activities/capacity |
| Company limited by guarantee (CLG) | Memorandum and articles | Objects are stated |
| Public limited company (PLC) | Memorandum and articles | Objects/capacity provisions apply under its regime |
| Unlimited company | Relevant two-part constitutional format | Depends on type and statutory schedule |
| Older company | May have historic memorandum/articles plus conversion documents | Trace the 2014 Act transition and later changes |
How to get an Irish company constitution
- Confirm the legal entity. Use the current legal name and CRO number.
- Open the official CORE record. Search the entity and view its submissions/documents.
- Find incorporation documents. Look for Form A1 and the constitution or memorandum/articles filed at formation.
- Search later filings. Identify special resolutions, amended constitutions, re-registration, capital changes and name changes.
- Obtain the required images/copies. Follow current CORE document-ordering options and fees.
- Build a current composite. Reconcile the base document with every effective amendment.
- Request a company-certified copy if needed. For transactions, obtain the current constitution certified by an authorised officer and legal confirmation where appropriate.
Why the first document may be out of date
Members can alter the constitution by the required resolution and filing process, subject to the Act and legal restrictions. A company may also re-register as another type, adopt a replacement constitution, change share rights or alter objects. The current position can therefore be spread across multiple filings.
For an older company, historic memorandum and articles may have been affected by transition rules under the Companies Act 2014. Do not paste the incorporation PDF into a transaction pack and label it “current” without checking later filings.
Constitution vs certificate and company report
| Document | Main purpose | Does it show current internal rules? |
|---|---|---|
| Certificate of incorporation | Evidence the company was incorporated | No |
| Constitution | Company’s constitutional rules and characteristics | Only if all amendments/current version are included |
| Annual return | Dated statutory company/member/officer snapshot | No |
| Company report | Organised research across available identity, status, officers, filings and financial data | No; it helps identify source documents to review |
| Shareholders’ agreement | Private contractual rights among relevant parties | Not necessarily public and separate from constitution |
What to check before investing or acquiring
- company type, capacity and any objects restrictions;
- authorised and issued share structure;
- rights attaching to each class;
- pre-emption, transfer and compulsory-transfer provisions;
- director appointment/removal and board quorum;
- reserved matters, voting thresholds and class consent;
- distribution and capital rules;
- conflict with shareholders’ agreements or investment documents;
- every filed amendment and whether approvals were valid.
Source documents alone do not answer every enforceability question. An Irish corporate solicitor should conduct the constitutional review for an investment, acquisition, restructuring or dispute.
What to check before signing a contract
For an ordinary LTD, broad corporate capacity does not remove the need to verify signatory authority. For a DAC, CLG or other type, objects and internal restrictions may be relevant. Check the company type, board authority, delegation, required approvals and any transaction-specific statutory procedure.
A counterparty normally should not assume that a person is authorised simply because they use the company’s email or were once a director. Obtain a board resolution, power of attorney or other evidence where the value and risk justify it.
Certified copy vs ordinary document image
An ordinary downloaded document image can support research. A bank, court, overseas authority or transaction may require a certified copy, apostille, officer certification or legal opinion. Ask the recipient exactly what form, certification, date and language it requires before ordering documents.
Common mistakes
- searching a trading name instead of the legal company;
- assuming every LTD has a memorandum and objects clause;
- using the original constitution without later resolutions;
- confusing a certificate of incorporation with the constitution;
- ignoring company-type changes under the 2014 Act;
- treating a private shareholders’ agreement as publicly filed;
- assuming a standard constitution means every share has identical rights;
- ordering an uncertified image when certified evidence is required.
Document-order checklist
- current legal name and CRO number confirmed;
- company type and incorporation date recorded;
- original constitution/memorandum/articles obtained;
- special resolutions and amended constitutions reviewed;
- re-registration and name-change documents checked;
- share-capital/class filings reconciled;
- certification requirements agreed with recipient;
- current version confirmed by company/legal adviser where material.
For surrounding context, see Irish company types, CRO documents explained and share-capital checks.
Sources and editorial review
This guide was reviewed on 20 August 2026 against CRO guidance on forming a company and constitutions, CRO Information Leaflet 1, CRO guidance on entity and document services, and the Companies Act 2014. It is general information, not legal or transaction advice.