The Companies (Miscellaneous Provisions) (Covid 19) Act (the Act) was commenced in August 2020. It amended the Companies Act 2014 to, among other things, alleviate some of the practical difficulties that companies encountered in attempting to fulfil their company law obligations during the COVID-19 pandemic.
The majority of the changes introduced by the Act were initially effective up to 31 December 2020 (the Interim Period). The Interim Period has since been extended for most of the affected provisions until 9 June 2021.
The Act has enabled companies to hold general meetings electronically, in whole or in part. There is no requirement for them to be held at a physical venue, provided that all of those who are entitled to attend have a reasonable opportunity to participate. Companies can also change from physical meetings to virtual meetings after notice of the meeting has been sent, in circumstances where if public health guidelines preclude the holding of a physical meeting.
Companies must include specific requirements in notices which convene virtual general meetings and the Act contains prescriptions on the conduct of voting at such meetings.
For instance, the electronic communications technology used to allow members to participate at a general meeting may include a mechanism for casting votes by a member, whether before or during the meeting.
The Act is prescriptive about the standards that of any electronic communications technology that is provided to facilitate the holding of its general meetings, which include:
Provision for the security of any electronic communications by the attendee
Minimisation of the risk of data corruption and unauthorised access
Provision for certainty as to the source of the electronic communications
Enabling the attendee to:
Hear what is said by the chairperson of the meeting and any person introduced by the chairperson, and
Speak and submit questions and comments during the meeting to the chairperson to the extent that the attendee is entitled to do so under the constitution of the company.
The Act also provides that if the electronic communications technology fails or is disrupted, that disruption should be remedied as soon as possible. Helpfully, the Act also provides that any temporary failure or disruption of the electronic communications technology will not invalidate the general meeting and that a company will not be liable for any such failure or disruption that prevents or interferes with an attendee’s participation unless the failure or disruption was attributable to any wilful act of the company.
The execution of documents
The Act also allows for hard copy documents requiring a company seal (such as leases, share certificates, etc.) to consist of several documents in like form with the seal and the necessary signatures each on separate pages. This enables a company whose directors are restricted from being in the same room to execute documents under seal.
As a permanent measure, the Civil Law and Criminal Law (Miscellaneous Provisions) Act 2020 provides that any hard copy document with two or more parties can be signed in counterpart (that is, in two or more copies of the same document, with each copy signed by one or more of the parties) whether or not the document expressly allows for that method of signature.
The extension of the temporary COVID-19 related company law provisions until June 2021 will continue to greatly assist companies as the restrictions on assembly and movement continue, both in fulfilling their obligations to hold general meetings in circumstances where memberships cannot physically meet and in executing documents which require two signatories and/or the application of the company seal.
For expert legal guidance on any company law queries you may have, please contact a member of our Corporate Governance & Compliance team.
The content of this article is provided for information purposes only and does not constitute legal or other advice.