Annual General Meetings and Covid-19

Every Company is required to hold an Annual General Meeting (“AGM”) in each calendar year and the maximum period permissible between AGM’s is 15 months (S.175(1) of the Companies Act, 2014 (hereinafter called “the Act”)). When a Company is first incorporated, the latest date for holding an AGM is 18 months from the date of incorporation.

S.175(3) of the Act states that an AGM does not need to be held where members entitled to attend and vote sign an Ordinary Resolution before the latest date of the next AGM. The Resolution should confirm the following:

1. Acknowledge receipt of financial statements that would have been presented at the Meeting;
2. Resolve all matters that would have been resolved at the Meeting; and
3. Confirm there is no change proposed in the appointment of a person (if any) who at the date of the resolution held the position of statutory auditor to the Company.

S.176(4) of the Act states that a meeting may be held in 2 or more venues (whether inside or outside the State) at the same time via technology which provides all members a reasonable opportunity to participate.

S.183(1) allows for the appointment of a proxy if the member is unable to attend and sub-section (2) states they shall have the same voting powers as the member.

S.176 of the Act allows Irish Companies to hold meetings using technology which allows all the members to participate. This would appear to be the safest option in light of Covid-19 so as to maintain social distancing.

Therefore, the legislation allows for meetings to take place both virtually and physically provided the members can participate. It would seem then that a video conferencing tool could be used by Private Companies in tandem with a physical meeting to allow the AGM to proceed.

Some important factors to consider would be:

1. In advance of the meeting the members are informed of the means being used, e.g. Zoom, and confirm that all the members can access it;
2. It is also important that a clear agenda setting out the items to be discussed is circulated in advance of the meeting;
3. Verification of the identity of the members.
4. It is also important that accurate minutes of the items, issues and actions are carefully recorded.

For example, for a new Management Company it may be that the Developer ‘hosts’ the AGM if still managing the Development and still sits on the Board. Some of the Directors and Company Secretary could attend physically with the members, i.e. the residents, attending via a videoconferencing software.

Remember to secure any meeting with an ID and password.