We are due to hold our AGM; how can we hold it and comply with social distancing?

On 26th June 2020 the Corporate Insolvency and Governance Act 2020 (the “Act”) came into law.  Part of the Act is designed to assist companies in complying with their legal requirements such as holding AGMs and other general meetings while being mindful of current guidance in respect of social distancing.

The Act seeks to enable companies whose articles of association require the company to hold in person general meetings or restrict the manner in which members can attend or vote at general meetings, to hold general meetings.

The Act provides that AGMs and other general meetings held to and including 30th September 2020 may, notwithstanding anything to the contrary in that company’s articles of association, be held by electronic or any other means.  Members may attend and vote by electronic or other means.  In practical terms, this means that for the duration of the relevant sections within the Act, companies can arrange meetings in a way that allows members to validly attend and vote remotely utilising a variety of technologies.

Curiously, the period during which a company may hold a general meeting remotely via electronic means starts, according to the Act, from 26th March 2020 which is before the Act came into law.  That would suggest that a general meeting held by a company between 26th March and 26th June 2020 which was held electronically in contravention of its articles would be valid.

Although the measures are currently in place until 30th September 2020, this period may be extended by the Secretary of State.

If you have any questions about calling and holding a general meeting in the current circumstances or would like to discuss any matters in relation to it, please contact Harry Dronfield ([email protected]) and Raluca Sterian ([email protected]).

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Contributing Advisors