The current extension of the Companies (Miscellaneous Provisions) (Covid-19) Act 2020, which expires on 31st December 2021, allows for:
- a continuation of virtual general meetings
- the threshold at which a company is deemed unable to pay its debts remains at €50,000
- the extension of examinership to 150 days remains in place.
Welcoming the announcement by the Government, Maura Quinn, Chief Executive, Institute of Directors (IoD) in Ireland, said:
“Due to the reimposition of further public health measures, and in light of the Government’s recommendation for office work to be conducted at home and via virtual meetings, except for essential reasons, it makes sense to extend further the Companies (Miscellaneous Provisions) (Covid-19) Act 2020. Apart from the other provisions in the Act, doing so would allow virtual AGMs to be held without the need for a company to amend its Constitution, which has been quite difficult for many organisations to do over the past 18 months given the prevailing public health situation. In a sense, it’s a Catch 22 situation because companies themselves cannot amend their Constitution to allow for virtual AGMs without having an AGM or EGM.”
Holding an AGM is essential for many companies in terms of meeting their governance responsibilities as well as complying with the regulations under Company Law. Holding an AGM provides accountability to shareholders and allows for the approval of the annual accounts in addition to meeting other requirements.
However, holding physical AGMs has proven very difficult during the COVID-19 crisis due to government restrictions and public health concerns. Irish Company Law does provide for virtual AGMs to take place, but this is precluded for many companies in their Constitution and cannot therefore be amended except at an AGM.