Corporate Insolvency & Governance Act 2020

July 2020

As we highlighted last month, 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).

Many private companies will be able to pass shareholder resolutions by the written resolution procedure but for companies that need to hold a general meeting (or an annual general meeting), they now have the flexibility under the Act to do so virtually. There has also been a time extension to the deadline for a company to hold its AGM (should it be required to hold an AGM by its constitution).

The provisions are temporary and intended to apply to any meeting held on or after 26th March 2020 and on or before 30th September 2020 but may be extended by regulations in blocks of three months up to 5th April 2021.

During this period, general meetings should be held in compliance with the Act. This means 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.

In light of these changes, a new, temporary, suite of templates related to general meetings (and annual general meetings), has been added to our portfolio of documents for general meetings. These include, board minutes to convene the meeting, a notice of meeting, minutes of the meeting, a form of resolutions for the meeting and a form of proxy. These templates are only designed for use by private limited companies and only for the limited period of time prescribed by the Act.

These templates only relate to this one specific aspect of the Act.

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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