CORONAVIRUS - COMPANY LAW - 26.01.2021

Temporary rule relaxations and deadline extensions

As the country finds itself in another national lockdown, companies are yet again having to adapt to new rules at the last minute. Over the last few months, various company law rules were relaxed and deadlines extended. What’s the position now, and for how long?

Filing deadlines

When the Companies House filing deadlines were extended at the start of the pandemic, they were given an expiry date of 5 April 2021. As a reminder, extensions apply to:

  • company accounts: a private company has twelve months from its accounting reference date to file its accounts (instead of the usual nine)
  • confirmation statements: if a company’s confirmation date falls on/before 5 April 2021, the confirmation statement must be filed within 42 days of the confirmation date
  • notification of changes to registered details about directors, secretaries or persons of significant control, the registered office address or the location of information kept for inspection: file within 42 days of change; and
  • the particulars of a mortgage or charge: file within 31 days of creation.

Tip. Use Companies House’s electronic filing or new upload service if possible because paper filings take longer than usual to process, and its branches are closed during the pandemic. Check your company’s filing history to make sure your documents have been accepted or sign up to the “Follow” service to receive instant notifications.

Shareholder meetings

Most companies have been able to hold meetings online or use written resolutions instead. If a meeting is required, either under the company’s articles or as part of a statutory procedure, it can be “closed” instead. This measure has been extended again to allow companies that have to hold meetings between 26 March 2020 and 30 March 2021 to collect votes cast electronically without shareholders attending. Tip.  The shareholders do not have a right to attend the meeting or participate in any way other than voting. To achieve a successful “meeting”, make sure shareholders are provided with adequate information in advance so they can make an informed decision.

Financial worries

With so many businesses struggling to stay afloat, the conditions required to put a company into liquidation have been restricted to stop companies being wound up because of debts caused by the pandemic. This means that: statutory demands served between 1 March 2020 and 31 March 2021 cannot form the basis of a winding up petition; and winding up petitions presented between 27 April and 31 March 2021 based on other grounds will not be granted if the company’s financial difficulties were caused by coronavirus. The suspension of the wrongful trading provisions has also been revived temporarily and the government has extended the moratorium on commercial evictions further, this time until 31 March 2021.

Get organised

While these concessions are welcome, the end dates vary. Missing some of these, like the end of the evictions moratorium or suspension of wrongful trading provisions, could have serious consequences for a company and its directors. Tip. It’s a good idea to diarise any that apply to your company. Also, keep an eye out for further extensions or concessions as the pandemic unfolds.

The deadline extensions and relaxation of the rules about shareholder meetings make company administration a little easier, and the insolvency measures should take some pressure off. Take note of the different expiry dates to avoid trouble later.

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