29 September 2020

Some further, time limited, measures have been introduced to support UK companies, registered societies, SCIOs and other organisations, during the Covid-19 crisis.

The Corporate Insolvency and Governance Act 2020 (the Act) received Royal Assent on 25 June 2020. It makes the following temporary changes.

Annual General Meetings (AGMs) and other members’ meetings

For:

• Companies
• Community Benefit Societies
• Co-operatives
• Scottish Charitable Incorporated Organisations (SCIOs)

How meetings are held

Where an organisation has a legal duty to hold an AGM, or another members’ meeting, the Act allows that meeting to be held by any means, even if the constitution would not normally allow it.

Therefore, if your current constitution requires a physical meeting place, or attendance by members in person, this will not apply. Instead, the organisation may meet remotely, using electronic and other methods to ensure members may attend and vote, as appropriate.

This change to how meetings are held applies to any meetings due to take place from 26 March 2020 to 30 September 2020. The change may be extended by 3 months (more than once) but to no later than 5 April 2021.

Dates meetings are held

If your organisation is due to hold an AGM or other members’ meeting before 30 September 2020, the deadline for holding that meeting is now 30 September 2020.

If your current deadline for a meeting is already 30 September 2020, that is unchanged. However, further Regulations may be introduced to extend the period in which such meetings must be held.

Extended filing deadlines (companies and partnerships)

The Act empowers the Secretary of State to make Regulations to extend the deadline for certain filings at Companies House, by companies and partnerships. Using this power, from 27 June 2020, Regulations were introduced to make changes that are effective until 5 April 2021. Not all the changes are listed below – but some key examples are given.

Some company filing deadlines are extended from 14 to 42 days – for example:

• Change of registered office
• Change in director’s details
• Confirmation statements

Some filing deadlines for changes to partnerships are also extended to 42 days – for example:

• Registration of changes to limited partnership
• Membership changes to limited liability partnership (LLP)

Company filing deadline for registration of charges are extended from 21 to 31 days.

Company accounts deadlines are extended by 3 months. So, if your company normally files within 9 months of the year end, this is increased to 12 months or, if your normal deadline is 6 months, it is increased to 9 months.

There are new Regulations, due to come into force by 1 October 2020, which extend this period to 30 December 2020. Therefore, businesses which intend to hold general meetings in the period to 30 December 2020 may do so by virtual means, even if their constitution requires otherwise.

Contact: Marion Davis, Senior Associate E: mda@bto.co.uk T: 0141 225 5295