Asset Management & Investment Funds Q&A - July 2020

Question

Is Irish company law being updated to assist companies in complying with the law during the COVID-19 pandemic?

Answer

Yes.

The Companies (Miscellaneous Provisions) (COVID-19) Bill  is progressing through the legislative process and is expected to be enacted soon. The bill was originally referred to as the Companies and Industrial and Provident Societies (COVID-19) (Amendment) Bill (discussed in our earlier Knowledge Bulletin).

The Bill sets out amendments to the Companies Act 2014 in order to effect the proposed company law changes during the COVID-19 pandemic.

The key changes are detailed below:

  • Sealing by companies - with officers of the company in various locations, a provision will allow documents under seal to be executed separately and then treated as constituting one and the same instrument.
  • General Meetings (AGMs and EGMs) - the Bill proposes a number of temporary amendments to the Companies Act on holding and conducting general meetings, irrespective of anything to the contrary in a company's constitution.
    • Extension of time for holding AGM: a company may postpone its AGM until 31 December 2020.
    • Electronic/virtual general meetings: general meetings need not be held at a physical venue and may be fully conducted by electronic/virtual means, "provided all those entitled to attend have a reasonable opportunity to participate".
    • Change of location and date of general meetings: the date, location and/or means of holding an AGM may be changed at any time up to five business days prior to the scheduled time.
    • Dividend resolutions: directors may withdraw a resolution to approve a dividend or put an amended resolution to the meeting to approve a dividend less than that originally proposed.
  • Creditors' meetings - electronic meetings.
  • Increase in debt threshold for windings up.
  • Power of the Court to extend the period in which an examiner can present a report to the Court.

Most of the provisions will apply for an "interim period", expiring on 31 December 2020. This period may be extended by the Government.

For more information in relation to this topic please speak with your usual contact on the A&L Goodbody Asset Management & Investment Funds team.

Date published: 31 July 2020