Extension of Virtual Meetings

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| Sinead Gortland

Minister for Trade Promotion, Digital and Company Regulation, Dara Calleary announced on Friday that the Companies (Miscellaneous Provisions (Covid-19)) Act 2020 interim period has been extended to 31 December 2024.

The Act which makes temporary amendments to Companies Act 2014 and Industrial and Provident Societies Act, 1893 allows 240,000 companies and 950 industrial and provident societies to hold general meetings virtually.

The Companies (Miscellaneous Provisions (Covid-19)) Act 2020 brought about a major change in how most companies conducted their General Meetings, in that it allowed the company to conduct the meetings wholly or partly by the use of Electronic Communications Technology, as long as all attendees have a reasonable opportunity to participate.

If a Company elects to use an Electronic Platform for their general meeting the platform that they choose must allow for the following under S.174A(9) CA2014;

• All attendees have a reasonable opportunity to participate in the meeting

• A mechanism for casting votes by a member, either before or during the meeting

• A system for identifying attendees and security of the technology, minimises data corruption and provides certainty as to the source of the electronic communications

• In the case of failure or disruption to the technology, the failure or disruption is remedied as soon as practicable.

• Enables the attendee to hear what is said by the chairperson and any person introduced by the chairperson

• Allows the attendee to speak and submit questions and comments during the meeting to the chairperson to the extent that the attendee is entitled to do so under the constitution of the company.

In his address, Minister Calleary said:

“The further extension of this important provision will provide longer term certainty for companies and co-operatives. It will allow companies and co-operatives to continue to comply with their legal obligations and allow members to hold directors accountable.

“This extension will provide for consistency into 2024, when my department will be bringing forth permanent legislative provisions in relation to virtual and hybrid meetings.”

Legislative provisions regarding virtual meetings were included in the Public Consultation regarding the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2023 to enhance Companies Act 2014. Responses to the public consultation will inform the drafting of Heads of a General Scheme in the coming months.

If you would like to discuss any of the above with a member of our team please contact a member of staff at 0539100000.

The contents of this article are meant as a guide only and are not a substitute for professional advice. The author/s accept no responsibility for any action taken, or refrained from, as a result of the material contained in this document. Specific advice should be obtained before acting or refraining from acting, in connection with the matters dealt with in this article.

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About the Author

Sinead is a key member of the OmniPro Corporate Consultants Technical Support team providing advice and support in relation to Company Law and Company Secretarial procedures. In addition, Sinead is responsible for carrying out Section 343 applications to the District Court, Company Restorations, Annual Compliance, Company Conversions and Company Law Compliance. Sinead joined OmniPro in 2016 and quickly became an integral member of our Company Secretarial team. She started off her career in OmniPro as part of our Company Formations team building up her experience and knowledge before eventually moving into Company Secretarial. Sinead has a Masters Degree from Maynooth University.

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