Out-Law Guide | 04 Sep 2020 | 10:36 am | 2 min. read
The Oireachtas has now enacted The Companies (Miscellaneous Provisions) (Covid-19) Act 2020. The Act temporarily amends certain areas of the Companies Act 2014 (2014 Act) and the Industrial and Provident Societies Acts 1893 to 2018 (1893 Act).
The temporary measures will remain in place until 31 December 2020. However, the Act also provides for an extension of these measures beyond this date if necessary.
The Act eases the law in respect of document execution.
Ordinarily, two directors or one director and the company secretary are required to countersign a single document to which the company's common seal is applied. Under the new Act, documents may now be signed and sealed in different counterparts.
The Act introduces some relaxations around the requirements for convening and conducting general meetings. These include:
The Act introduces similar amendments to the 1893 Act around general meetings. These permit registered societies to delay AGMs until before 31 December 2020; conduct general meetings by electronic means; and cancel or change the date of general meetings.
The Act allows certain creditors' meetings, such as in winding up or examinership proceedings, to be conducted wholly or partly by electronic means provided all those entitled to attend have a reasonable opportunity to participate.
For companies in examinership, the maximum period of court protection from creditors may be extended from 100 to 150 days. This extension is at the discretion of the court, and only applies in exceptional circumstances.
The debt threshold for the commencement of a winding up by the court has now increased from €10,000 for individual debts or €20,000 for aggregate debts to €50,000.
The Act introduces a new provision to the 2014 Act, which places a statutory fiduciary duty on directors of a company approaching insolvency to have regard for the interests of the company's creditors and to preserve company property.
Co-written by Maeve O'Brien of Pinsent Masons, the law firm behind Out-Law.
20 Mar 2020
10 Jun 2020