Emergency Company Secretarial Measures From Covid-19

Posted in Company Secretarial, Good Advice
Coronavirus Advice For Small Businesses

The General Scheme of the Companies and Industrial and Provident Societies (Covid-19) (Amendment) Bill 2020 has been published detailing the proposed emergency measures for companies and Industrial and Provident societies dealing with issues arising from COVID-19.

The proposals are due to span an interim period lasting to 31 December 2020 with the potential for an extension to the interim period.

Main Points

  • Companies will have until 31 December 2020 to hold their AGM and a company will be explicitly authorised to hold any general meeting on an electronic platform, notwithstanding the provisions of the company’s constitution.
  • Companies may cancel and re arrange meetings without the need to have a formal meeting to adjourn.
  • Directors may withdraw a dividend resolution or reduce the dividend proposed to be declared by resolution at a general meeting after the notice of the meeting has issued where they are of the view that this is required due to the actual or perceived consequences of COVID-19 on the company.
  • There will be an increase in the threshold for the commencement of a winding up by the Court to €50,000.
  • Virtual holding of creditors’ meetings in voluntary liquidations and examinerships can take place.
  • There will be a new director’s duty to have regard to the interests of creditors as the company approaches insolvency.
  • There will be an extension to the maximum period of the examinership in exceptional circumstances from 100 to 150 days

Also a new CORE system is to be launched by the Companies Registration Office to facilitate the paperless filing of the annual return and will add a number of new electronic forms generally relating to solvency.

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