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The Companies Act (Public Companies – Annual General Meetings) Regulations (the “Original Regulations”) were promulgated during the COVID-19 pandemic to (1) extend the period for holding of annual general meetings, and filing of audited accounts; and (2) authorise the holding of remote or virtual general meetings by certain public companies.
The Original Regulations are now set to be repealed by way of Legal Notice 41 of 2023 (the “Repeal Regulations”). Unfortunately the Repeal Regulations are not entirely clear about the effective date of the repeal, but, on the assumption that the effective date will fall on 21 April 2023, then the Original Regulations will remain in force until 20 April 2023.
The Repeal Regulations also contain a transitory provision which allow any “action, decision or proceeding, taken or commencing” prior to the effective date of the Repeal Regulations to remain subject to the Original Regulations. In our view, this means that a decision to hold a remote meeting in terms of the Original Regulations which is taken on the day prior to the effective date of the Repeal Regulations will effectively allow companies to hold such a remote meeting after the Repeal Regulations come into force.
Regulatory clarification on the effective date of the Repeal Regulations would create more certainty and be beneficial to the market.
Authors: Tara Cann Navarro, Beppe Degiorgio
February 22, 2023