The Corporate Insolvency and Governance Act 2020 (the Act) received Royal
Assent on 26th June 2020. One part of the Act is that temporary
changes have been made to certain corporate governance aspects of company
law and specifically the introduction of greater flexibility for companies
as to how they conduct general meetings, including annual general meetings
(AGMs) between 26 March 2020 and 30 September 2020.
Note that private companies are not required under the Companies Act 2006
to hold AGMs, however many may have provisions in their constitution
requiring them to hold an AGM each year. This template notice only relates
to such private limited companies that are required to hold an AGM.
Companies that are required by their own constitution to hold an AGM on a
date falling between 26 March 2020 and 30 September 2020 have the
flexibility under the Act to postpone that meeting up to 30 September 2020.
This template notice relates to the holding of an AGM in compliance with
the Act, therefore during this period, notwithstanding anything to the
contrary in the company’s constitution:
-
the meeting does not need to be held at any particular place;
-
the meeting, whilst it must be quorate, can be held without any number
of those participating in the meeting being together in the same place;
-
votes may be taken electronically (or by other means); and
-
no member has the right to attend or participate in person.
This template should only be used for the period during which the
provisions as they relate to general meetings under the Act, are valid.
These provisions may be extended by secondary legislation depending on the
COVID 19 pandemic.
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