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Company Meetings and Filings

June 2020

The Corporate Insolvency & Governance Act received Royal Assent on 26 June 2020 and is therefore now law. It is a wide-ranging act that aims to address some of the impact that the COVID-19 pandemic has had on UK companies and the UK economy, particularly in relation to the insolvency regime and giving companies the necessary breathing space and tools to maximise their chance of survival.

Amongst the new legislation are also provisions designed to address the difficulties faced by UK companies because of the COVID-19 pandemic when it comes to holding shareholder meetings and filing documents at Companies House.

Temporary easements will be introduced regarding filing requirements, general meetings and AGMs. They include more flexibility around when and how general meetings and AGMs are held (even if their constitution would not normally allow it), and extensions to deadlines for:

· confirmation statements;

· accounts (Companies House has already made arrangements for companies to apply for a three month extension to their accounts filing deadline if they are unable to meet the deadline owing to COVID-19);

· registrations of charges (mortgage); and

· event-driven filings, such as changes to company directors, people with significant control or a change of registered office.

Where the existing filing period is 21 days or less, the extended filing period will not exceed 42 days. Where the existing filing period is between three and nine months, the extended filing period will not exceed 12 months.

To assist customers, we aim to produce relevant templates in early July, including board minutes and notices for meetings to approve these temporary changes.

Note that the changes to the insolvency regimes under the act are specialist areas of the law and we would recommend seeking independent legal advice if a company is proposing to use these new restructuring and insolvency provisions.

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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