COVID-19: Irish company AGMs

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COVID-19: Irish company AGMs

Published 30 March 2020

The public health measures that have been implemented in the wake of COVID-19 have triggered business continuity plans and have forced Irish businesses to adapt to extremely challenging circumstances. Our COVID-19: Business Briefing - Ireland sets out some of the questions we most frequently receive from our clients in connection with COVID-19.

In light of the Government of Ireland’s public health guidelines and the latest restrictions on leaving home and travelling, this briefing provides useful information for Irish private companies whose annual general meetings (“AGMs”) are scheduled to be held in the coming weeks and months.

AGM deadlines

Under the Companies Act 2014 (the “Companies Act”), a company’s AGM must be held no later than 9 months after its financial year end. Given the popularity of the 31 December financial year end among Irish companies, many AGMs are scheduled to be held over the coming months. Therefore, relevant companies will need to put alternative solutions in place to ensure that they are in a position to comply with public health guidelines and their Companies Act obligations.

Companies should also be mindful of the Companies Act rule that not more than 15 months can elapse between a company’s AGM in one year and a company’s AGM in the next year.

Postponing the AGM

Provided a company does not fall foul of the 9 month and 15 month rules described above, it is open to it to postpone its AGM to later in the year.

Quorum

Unless its constitution states otherwise, the default quorum for the AGM of a private company is two members present in person or by proxy.

Electronic AGM

The Companies Act allows for AGMs to be conducted electronically which may assist in working around the COVID-19 public health guidelines and restrictions. Teleconferencing platforms have become popular, and are being used successfully by many organisations, during this challenging period. In ideal circumstances, at least a bare quorum would be physically present in the same place to reduce the risk that connectivity issues would raise questions about the validity of any proceedings at an AGM. However, in light of the current restrictions on meeting others and travelling, using technological means may be the only feasible method of holding an AGM at present.

Dispensing with the requirement to hold an AGM

It is possible for a private company limited by shares to dispense with the requirement to hold an AGM under the Companies Act. This requires a unanimous written resolution of members entitled to attend and vote at an AGM which addresses certain matters that would ordinarily constitute the business of an AGM. This may provide a useful solution for companies with a small number of shareholders but the unanimity requirement might make the option impractical for companies with a larger shareholder base.

Proxies

Any member of a private company limited by shares is entitled to appoint another person as his or her proxy to attend, vote and speak on his or her behalf at the AGM. Encouraging members to complete proxy forms and appoint, for example, the chairperson of the AGM as their proxy may also assist in complying with the COVID-19 public health guidelines and facilitate the holding of an electronic AGM.

For further information please contact John Darmody, Senior Associate or another member of our Dublin Corporate and Commercial team.

Key Contacts

John Darmody

John Darmody

Dublin

+353 (0)1 588 2551

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