Government measures in key jurisdictions 4th edition - Flipbook - Page 65
Ireland
Company
law matters
Have any measures
been put in place to
accommodate social
distancing (such as
remote general
meetings)?
In an effort to address the practical difficulties arising from the Covid-19 pandemic, the Irish Government has
passed the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 (“Act”), which was commenced by the
Minister for Business, Enterprise and Innovation on the 21st August 2020. The Act is in force for an “interim
period”, ending on 31 December 2020, unless such interim period is extended by the Government. The
provisions of the Act complement the Covid-19 Workplace Protection and Improvement Guide, which
provides recommended practices for the use of technology for video/ virtual meetings and limiting the
number of meetings including length and proximity of gathering of employees and others.
Virtual Meetings:
•
A company may hold a general meeting remotely through the use of any technology provided the
members can vote and participate in the meeting. However, there is no longer a need for a physical
location to be specified in order to hold a meeting. All general meetings for the interim period can be
conducted wholly or partially remotely provided attendees have the ability to vote and otherwise
participate in the meeting.
•
Board meetings are also capable of being convened through electronic means or by passing a written
resolution.
Proxies: Members are also allowed to appoint another person to vote on their behalf as a proxy. The use of
these methods is subject to the provisions found in the company’s constitution. Some constitutions may
expressly forbid their use. Notwithstanding anything in the company’s constitution, each member and proxy
who participates in a general meeting by electronic means will be counted in the quorum.
Time Restrictions: Another change introduced by the Act is the requirement to hold a general meeting within
15 months of the previous AGM (as was required under the Companies Act 2014). The current position is that
an AGM that was due to be held in the interim period may be held on any date up to 31 December 2020,
regardless of whether the AGM falls outside the 15 month requirement.
Cancel/Postpone: Directors of a company can (i) cancel, (ii) change the date or venue, or (iii) change the
meeting from a physical to virtual setting (or vice versa), up to the day before the schedule date of the meeting.
In exceptional and unexpected circumstances, the meeting may be cancelled at any time prior to holding the
meeting. Where it is not possible to give notice of a cancelled/rescheduled meeting, the company may give
notice on (i) its website, (ii) by email and (iii) by advertising in a national newspaper. Single member companies
and private companies limited by shares may also dispense with the need to hold a general meeting by passing
a written resolution.
Notices:
• While notice periods for general meetings remain 21 days, where it is being held electronically the notice is
required to include details of (i) the electronic platform being used, (ii) the procedure for asking questions
during the meeting, (iii) restrictions in place to identify attendees at the meeting, and (iv) procedure for
voting.
• Other changes introduced by the Act include:
- Financial statements - The requirement that financial statements be made to up to a date no earlier than 9
months before the AGM will not apply to an AGM held within the interim period, meaning that the AGM
may be held more than 9 months later than a company’s financial year end.
- Dividends - The Act further provides that where a company has previously recommended a dividend, such
recommendation may be withdrawn or amended by the directors if after convening the meeting they
believe that the consequences or fallout of Covid-19 on the affairs of the Company, would justify such
actions.
For more information click here.
65
Government measures in key jurisdictions