Corporate Insolvency & Governance Act 2020

Following the introduction of the Corporate Insolvency and Governance Act 2020 (the Act) on 26^th June 2020, 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. In addition, the Companies etc. (Filing Requirements) (Temporary Modifications) Regulations 2020 (the Regulations) came into force on 27^th June 2020 and allows for the temporary extension to certain filings at Companies House. More details can be found here .

As a matter of good practice and as the Act temporarily removes shareholders’ legal rights to participate fully in meetings, it is important that a written record is kept of corporate processes during this time. This can most effectively be done via board minutes. Therefore, this month, board minutes and an approval letter, that consider the Act and the Regulations, have been added to the portfolio.

The template board minutes consider the provisions that relate to the holding of any general meeting in accordance with the Act and resolve to approve these, as well as approve the making of relevant company filings in accordance with the Regulations.

The template letter provides a written record from the company directors to the company secretary or administrator, requesting that the necessary changes are made to any notices and/or documents relating to general meetings, and Company filings filed in accordance with the Regulations. This may be particularly relevant for companies that use outside third party company secretaries.

These templates only relate to private limited companies and are purely temporary in line with the relevant provisions of the Act and Regulations. They do not consider any other aspects of the Act.