Reed Smith Client Alert

The Corporate Insolvency and Governance Bill 2019-21 introduced to the UK parliament on 20 May contains provisions designed to give companies greater administrative flexibility during the COVID-19 pandemic, including how and when they are required to hold their AGMs and other general meetings and when key Companies House filings have to be made, such as annual accounts, confirmation statements and other forms, as well as the registration of charges. The Bill also contains extensive provisions to address insolvency and corporate rescue, including specific provisions designed to alleviate the position of companies affected by the COVID-19 pandemic (for an overview of these provisions, please see the separate update from our Restructuring & Insolvency team).

Authors: Delphine Currie James F. Wilkinson Edmund Tyler

UK police

Measures within the Bill designed to assist with company administration during the COVID-19 pandemic, if and when the Bill becomes law, include:

  • Greater flexibility for AGMs and other shareholder meetings during the period 26 March 2020 to 30 September 2020. The provisions would allow companies to hold meetings entirely by electronic means (including satisfying quorum and voting requirements). Members would have the right to vote, but not to attend in person or participate other than by voting. The provisions would take precedence over the company's constitution. The government can make regulations to shorten the operative period, or extend it in increments of three months to 5 April 2021, and to address related matters (e.g. notices of meetings).
  • Flexibility for companies to postpone holding their AGMs until 30 September 2020, where the law or their constitution requires them to hold a meeting between 26 March 2020 and 30 September 2020. The government may also make regulations to extend, on a temporary basis, any deadline for holding an AGM.
  • A temporary extension to the period for a public company to file its annual reports and accounts at Companies House, if its usual filing deadline falls between 26 March 2020 and 30 September 2020. The company would instead have until the earlier of 30 September 2020 and the date which falls 12 months after its financial year end. Note, however, that this does not override quoted company reporting deadlines (as extended by regulators during the COVID-19 pandemic). The government may also make regulations to extend accounts filing deadlines, including those for a private company (see below).
  • The ability for the government to make regulations temporarily extending the Companies House filing deadlines for annual accounts, annual confirmation statements and other forms, and the registration of charges (for up to 42 days, where the usual filing period is up to 21 days, or 12 months, where the usual filing period is three, six or nine months).