The Companies (Miscellaneous Provisions) (Covid-19) Act 2020

The Companies (Miscellaneous Provisions) (Covid-19) Act 2020 (the Act) was signed into law on the 1^st August 2020 and is due to be in place until the 31 December 2020 (the interim period) with the possibility of an extension if deemed necessary by the Government

The Act will be welcomed by business owners as it provides clarity for companies, along with some solutions, on issues that have arisen as a result of Covid-19. Here is a brief outline of some of the changes.

Execution under Seal

For a company to execute a document under seal, the general requirement is for the seal to be witnessed by two directors or one director and the company’s secretary..

Under the Act, during the interim period a company seal and the required signatures can be signed in counterpart where necessary, and such documents can combine to count as one instrument.

Meetings

Attendance

With social distancing and government guidelines in place, physical meetings have become extremely difficult and, in some cases, impossible. The 2014 Act does not provide for general and annual meetings to be held virtually which has caused difficulty for many companies in the past number of months.

The Act provides ways around this during the interim period, legislating for virtual meetings using electronic communications technology, so long as all attendees have a reasonable opportunity to take part in the meeting. Furthermore, companies can also combine the virtual and the physical with some attendees meeting at a given location and others joining via electronic communication technology.

If a virtual or part-physical/part-virtual meeting Annual General Meeting is not possible, a company can postpone it until 31 December 2020.

Notice for Meetings

Should a company opt for a virtual meeting during the interim period, or a mix of virtual and physical, there are certain notice requirements as follows, that the company must adhere to;

• the electronic platform to be used for the meeting,
• details for access to the electronic platform,
• the time and manner by which an attendee must confirm his or her intention to attend the meeting,
• any requirements or restrictions which the company has put in place in order to identify attendees who intend to attend the meeting,
• the procedure for attendees to communicate questions and comments during the meeting and,
• the procedure to be adopted for voting on resolutions proposed to be passed at the meeting.

Quorum at Meetings

Under the Act, where using technology for any given meeting, each member and proxy, where applicable, attending virtually shall be counted in the quorum during the interim period.

Voting

Where, during the interim period, a general meeting is conducted by way of electronic communications technology in accordance with the Act, a resolution can be voted on by a show of hands so long as the chairperson conducting the meeting can readily identify each virtual attendee entitled to vote.

Dividends

If directors of a company recommended the declaration of a dividend before the impact of Covid-19 on the company became apparent, there is a limited ability during the interim period, to withdraw the resolution to approve the dividend or propose amendments to the resolution.

Examinership

An examiner of a company will have a longer period to submit the examiner’s report to court. Examiners did have 70 days to submit with a possible extension of 30. During the interim period an extra extension of 50 days is also available.

You can review the Act in full here.

About the author: Katie Oakes

For more information or advice on this bill, or any other commercial law queries, please contact Grìana O’Kelly, Head of Corporate and Commercial at gokelly@lavellepartners.ie;  Katie Oakes, solicitor on the Corporate and Commercial Team, at koakes@lavellepartners.ie or call 01 644 5800.