In depth

Coronavirus: new measures relax requirements for company meetings and filings

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The new measures which the government announced back in March to help facilitate company meetings have finally been published.

Whilst practical guidance has previously been given on how to hold meetings under the current regime, we now have the detail on how that regime will be formally relaxed to alleviate the practical difficulties which companies have encountered since the lockdown began.

The new legislation is still in draft form so it could change as it passes through parliament, but here's a summary of the provisions relating to company meetings and filings.

What type of meetings do the measures apply to?

The measures apply to company shareholder meetings held between 26 March and 30 September 2020 (the Relevant Period). This includes general meetings, annual general meetings and meetings of any class of a company's members.

What are the general measures that apply to all those meetings?

Any meeting held during the Relevant Period:

  • need not be held at any particular place;
  • may be held, and any votes may be cast, by electronic or any other means; and
  • may be held without any number of those participating in the meeting being together in the same place.

In relation to any such meeting, the members of the company will not have the right to: 

  • attend the meeting in person;
  • participate in the meeting other than by voting; or
  • vote by particular means, although members will continue to have the right to vote by some means at such a meeting.

These measures override any provisions in the company's constitution, including its articles of association.

Are there any special provisions relating to AGMs?

A company whose AGM had to be held within a period ending during the Relevant Period now has until 30 September 2020 to hold that AGM. An AGM includes a meeting at which the company's annual accounts and reports are laid. 

So, for example, a public company with a 31 December 2019 year end that would ordinarily have to hold its AGM by 30 June 2020 now has until 30 September 2020 to hold that meeting.

What about the period for filing accounts?

If the accounts of a public company were due to be filed by a date falling within the Relevant Period, those accounts must now be filed by whichever is the earlier of:

  • 30 September 2020; and
  • the date which is 12 months after the end of the relevant financial period.

So a company with a year end of 31 December 2019 that would ordinarily have to file its accounts by 30 June 2020 now has until 30 September 2020 to file those accounts. 

Have any other filing periods been extended?

The draft legislation gives the secretary of state the power to introduce regulations extending the period within which certain documents must be filed at Companies House. This includes:

  • accounts;
  • annual confirmation statements;
  • charges and debentures; and 
  • certain event-driven filings, such as a change of director or secretary, a change of registered office, a change to the PSC register or a change to a location at which certain company records can be inspected.

Where this power is exercised, the extended filing period must not exceed:

  • 42 days, where the existing filing period is 21 days or fewer (all items in the above list other than accounts); and
  • 12 months, where the existing filing period is three, six or nine months (accounts in the above list).

Note that these changes will require further regulations to be made if they are to be introduced.

What happens after 30 September 2020?

The draft legislation gives the secretary of state the ability to introduce regulations to extend the Relevant Period beyond 30 September 2020. So, the measures could be extended to apply to general meetings held after that date, to AGMs due to be held after that date and to accounts or other documents due to be filed after that date.

More information

For more information regarding the new legislation contact one of our experts below and visit our coronavirus hub for more COVID-19 related insights.

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