Government measures in key jurisdictions 5th edition - Flipbook - Page 69
Ireland
Time Restrictions: Another change introduced by the Act is the requirement to hold a
general meeting within 15 months of the previous AGM (as was required under the
Companies Act 2014). The Act provided that an AGM that was due to be held in the interim
period may be held on any date up to 31 December 2020, regardless of whether the AGM falls
outside the 15 month requirement. Importantly however, this deadline has not been extended
to 9 June 2021 and so companies must comply with the statutory requirement to hold an
AGM within 15 months of the last one and not later than nine months after the company’s
financial year end.
Cancel/Postpone: Directors of a company can (i) cancel, (ii) change the date or venue, or (iii)
change the meeting from a physical to virtual setting (or vice versa), up to the day before the
schedule date of the meeting. In exceptional and unexpected circumstances, the meeting
may be cancelled at any time prior to holding the meeting. Where it is not possible to give
notice of a cancelled/rescheduled meeting, the company may give notice on (i) its website,
(ii) by email and (iii) by advertising in a national newspaper. Single member companies and
private companies limited by shares may also dispense with the need to hold a general
meeting by passing a written resolution.
Notices:
•
While notice periods for general meetings remain 21 days, where it is being held
electronically the notice is required to include details of (i) the electronic platform being
used, (ii) the procedure for asking questions during the meeting, (iii) restrictions in place
to identify attendees at the meeting, and (iv) procedure for voting.
•
Other changes introduced by the Act include:
- Financial statements - The requirement that financial statements be made to up to a date
no earlier than 9 months before the AGM will not apply to an AGM held within the interim
period, meaning that the AGM may be held more than 9 months later than a company’s
financial year end.
- Dividends - The Act further provides that where a company has previously
recommended a dividend, such recommendation may be withdrawn or amended by the
directors if after convening the meeting they believe that the consequences or fallout of
Covid-19 on the affairs of the Company, would justify such actions.
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Government measures in key jurisdictions
69
