Companies Bill Provides Temporary Measures For Holding Electronic Company Meetings
The General Scheme of the Companies and Industrial and Provident Societies (Covid-19) (Amendment) Bill 2020 was published outlining the proposed emergency measures for companies and Industrial and Provident societies dealing with COVID-19 issues.
The proposals are to help companies hold electronic meetings while complying with the COVID-19 social distancing guidelines issued by the Government.
Timeframe for the Measures
The proposed measures are to last for the interim period expiring on 31 December 2020 and there is also a provision for the “potential extension of interim period” to no later than 20 June 2021. We will provide an update on the progress and passing of the Bill.
Key measures
- Documents under seal to be executed in different counterparts
- Companies and Industrial and Provident Societies will have until 31 December 2020 to hold an AGM
- Enable companies to hold general meetings by electronic means notwithstanding the provisions in the company constitution
- Changes to general meetings regulations
- Notice of the meeting to include details of the electronic platform to be used
- The electronic platform should enable real time transmission of the meeting and provide attendees to participate by audio and audio –visual means
- A mechanism for casting votes, whether before, or during, the meeting
- Other regulations regarding the notice, attendance and voting at general meetings
- Enable companies to cancel and reschedule meetings without the need to have a formal technical meeting to adjourn
- Enable directors to withdraw a dividend resolution or reduce the dividend proposed
- Increase the threshold for the commencement of a winding up by the Court to €50,000
- Facilitate the virtual holding of creditors’ meetings in voluntary liquidations, examinerships and statutory schemes of arrangements
- Extend the maximum period of the examinership in exceptional circumstances from 100 to 150 days
- New director’s duty to have regard to the interests of creditors as the company approaches insolvency
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