In a very welcome move, Minister Dara Calleary announced on Friday, 15 December 2023 that the legislation permitting virtual and hybrid general meetings (AGMs and EGMs) and creditors' meetings will continue in force until 31 December 2024 and the statutory instruments have been published (here and here). The operational period (“interim period”) of the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 (the 2020 Act) – the legislation permitting such meetings – had been due to expire on 31 December 2023.
Virtual and hybrid meetings
The 2020 Act permits companies' general meetings and creditors' meetings to be conducted wholly or partly by electronic means (meaning virtual or hybrid meetings) throughout 2024. Crucially, those attending virtually may be counted in the quorum of the meeting (the minimum number required to be in attendance for the meeting to be valid).
Background
The 2020 Act was introduced to provide relief to companies during the pandemic, by amending certain provisions of the Companies Act 2014 (the 2014 Act) and the Industrial and Provident Societies Act 1893. The interim period of the 2020 Act has been extended on a number of occasions since it was introduced. When it was last extended, the provisions concerning virtual/hybrid meetings and the increased threshold for protection from creditors were both extended to the end of 2023.
Increased insolvency threshold ends 31 December 2023
The provision protecting companies from creditors up to €50,000 will not be extended past the end of this year. This means that, from 1 January 2024, the thresholds after which a company shall be deemed unable to pay its debts under section 570 of the 2014 Act will return to €10,000 (individual debts) and €20,000 (aggregate debts).
Next steps
The extension will “provide for consistency into 2024” when the Minister has pledged that the Department of Enterprise, Trade and Employment will bring forth permanent legislation in relation to virtual and hybrid meetings.
