The rules of some companies and other organisations require them to hold annual general meetings. Since lockdown began in March, those organisations have grappled with how to comply with these requirements whilst observing the government’s lockdown rules and subsequent Coronavirus restrictions.
Legislation was finally introduced on 25 June 2020 to bring in temporary changes on how to hold annual general meetings which override the company’s rules. Some of these changes were extended on 29 September and again on 26 November 2020. The new provisions seek to allow organisations to facilitate meetings having regard to the safety of their members, shareholders, directors and employees during the COVID-19 pandemic.
The changes apply to incorporated companies, charitable incorporated organisations and community interest companies (organisations) but do not apply to unincorporated charities or associations.
Notwithstanding anything in the organisation’s constitution, general meetings which were, or are, held between 26 March and 30 March 2021, extended from 30 December 2020 (Relevant Period):
During the Relevant Period, members and shareholders do not have the right to:
If Organisations were required by their constitution to hold a general meeting by a specific date between 26 March and 30 March 2021, they were able to extend such deadline to no later than 30 March. All AGMs due to be held after 30 March 2021 must be held within the time limits specified in the organisation’s articles or rules.
The provisions are retrospective so that any Organisation which held their AGM after 26 March 2020 in accordance with the new temporary rules will be deemed to have held the meeting lawfully.
The Secretary of State may extend the Relevant Period past 30 March but no later than 5 April 2021 depending upon conditions at that time.
If you have any concerns regarding meetings that were held or you propose to hold, during the Relevant Period, please contact a member of our Corporate team.
This blog was co-written by Clare McCauley (LLP Partner) and Shaun Piesley (Trainee Solicitor).
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