Irish company law Covid amendments: provisions extended and expiring

The changes concern the re-application of provisions of companies law that were relaxed during the Covid-19 pandemic. However, some amendments made via the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 (the 2020 Act) are being extended to 31 December 2023.

What is being extended?

Companies can continue to hold general meetings, such as annual general meetings (AGMs), extraordinary general meetings (EGMs) and creditors’ meetings, by way of electronic means. This measure was of great benefit to companies during the pandemic. The extension means that companies still have greater flexibility in complying with their legal obligations. 

The 2020 Act requires notice of virtual general meetings to include the online platform being used; access details; time and manner by which an attendee must confirm their intention to attend the meeting; any restrictions which the company has put in place in order to identify attendees who intend to attend the meeting; the procedure for attendees to communicate questions and comments during the meeting; and the procedure to be adopted for voting on resolutions proposed to be passed at the meeting.

The increased debt threshold of €50,000 as opposed €10,000 before a creditor can issue a petition to wind up a company for failing to pay outstanding debts has also been extended. This is welcome news for companies that are facing mounting liquidity pressure, in circumstances where companies are expected to face a tough year ahead having regard to inflation, revenue debt warehousing and an expected increase in the number of insolvencies – this is something we can already see in the market as insolvencies have increased by 29% from 2021 to 2022.   

What is expiring?

The provision in the 2020 Act allowing for the remote execution of documents will not be extended beyond 31 December 2022. It will remain in force only up to 31 December 2022.

Under that provision, documents that are required to be executed under seal may be executed in counterparts – i.e. two signatories may execute two copies of the same document in two different locations. The executed counterparts are treated as a single validly executed document. This provision was one of the means used by the government to alleviate the effect on companies of the physical distancing measures put in place during the pandemic.

Documents that do not require execution as deeds can continue to be executed in counterparts in the usual manner.

In addition, the temporary extension of the examinership period from 100 days to 150 days in exceptional circumstances is no longer being extended beyond 31 December 2022. After that date, examiners will need to present their report within the maximum period of 100 days.