Company directors and secretaries should modify their usual planning for their company’s annual general meeting in light of the threat posed by the evolving COVID-19 situation, McCann FitzGerald has said in a briefing note.

A company must hold an Annual General Meeting (AGM) once in each year, and not more than 15 months may elapse between the holding of two AGMs. 

A newly incorporated company must hold its first AGM within 18 months, McCann FitzGerald points out.

An AGM may only be validly convened on a minimum of 21 clear days’ notice.

Reaction

The legal firm advises that quick reaction may be necessary to reduce the risk to those travelling to an AGM.

Directors may consider dispensing with a “physical” or “in-person” AGM. 

Single-member and limited companies may dispense with the requirement to hold an AGM where all members entitled to attend and vote sign a unanimous written resolution approving the business of the AGM.

The risks from a “physical” AGM can be limited by flagging a potential change of time, date or venue, and to set out how this will be communicated.

Directors should consider if members can consolidate their attendance and voting at AGMs into as few people as possible through proxies, while honoring quorum provisions.

Subject to certain conditions, AGMs may be held inside or outside the State with members participating electronically.

Tax implications

There may be potential tax implications to holding an AGM in a different jurisdiction.

Unless the constitution of a company provides otherwise, the directors have no inherent power to postpone a general meeting.

It may be necessary for the general meeting to be adjourned and the power to adjourn the meeting resides with the meeting itself.

It is only by validly commencing the meeting that the meeting can then be immediately adjourned. 

Liaise

Directors can liaise with members in advance of the meeting (notwithstanding that the notice has been issued) in order to canvass the requirement for the meeting to be adjourned based on the advice available to them in relation to COVID-19.

This is recommended practice, McCann FitzGerald says.

Any adjournment must be in accordance with the company’s constitution. 

A general meeting may also be adjourned indefinitely.