In response to the continued effects of the COVID-19 pandemic on Irish companies the Companies (Miscellaneous Provisions) (COVID-19) Act 2020 (the "Act") came into law on 21 August 2020 and provides for numerous temporary amendments to the Companies Act 2014. These measures are effective until 31 December 2020 (the "Interim Period") although this period may be extended further if the government believes it is in the public interest to do so.
Key Measures Introduced By the Act
Execution of Documents
The Act allows for greater flexibility when executing a document under seal. The signatures of the directors and/or company secretary and the affixing of the company seal can now be contained on separate counterparts. This supersedes any contradictory provision in the company's constitution and allows documents to be executed under seal where the directors, company secretary and company seal are in different locations.
A number of temporary amendments have been made to the holdings of general meetings (whether by way of annual general meeting or extraordinary general meeting). These include:
- The deadline for holding an annual general meeting is extended to 31 December 2020 regardless of the provisions of the company's constitution or the Companies Act 2014;
- General meetings may be held either fully or partially by electronic means provided that each attendee has the ability to participate in the meeting and proper notice is given;
- In "exceptional circumstances" (including restrictions on movement or gatherings or where deemed necessary to comply with public health guidance) the directors may cancel a general meeting; and
- The directors may postpone general meetings, change the venue of the meeting and/or the means of holding a general meeting up to one day prior to the scheduled date.
Where the directors are of the opinion that due to the actual or perceived consequences of COVID-19 on the affairs of the company they can withdraw or amend a resolution approving a recommended dividend. This is, however, subject to member approval.
Increase to Debt Thresholds for Winding Up
Under the Companies Act 2014 a company is considered unable to pay its debts if, following 21 days' notice of a debt, it fails to pay a debt exceeding €10,000 (in the event of a single debt) or €20,000 (in the event of aggregate debts. The Act increases this figure to €50,000 during the Interim Period and provides additional protection to companies which may be facing liquidity issues as a result of the pandemic.
In exceptional circumstances the time period in which an examiner may provide their report is extended to 150 days. This is only applicable where the examiner has first obtained an order extending the initial 70 day period up to 100 days.
As with general meetings the Act allows for a meeting of the creditors of the company to be conducted wholly or partly by electronic means provided that all attendees have the ability to participate and proper notice is given.