In virtue of the execution of the powers conferred by article 425 (10) of the Companies Act, the Minister responsible for the registration of commercial partnerships has introduced further regulations – Legal Notice 288 of 2020.

It is important to highlight that these regulations are to be made applicable to all public companies. In addition, any provisions found with the Companies Act or any other act which are inconsistent with these regulations, shall be superseded by the provisions found within these regulations.

The period of 15 months for the holding of the annual general meeting as mentioned in the Companies Act, shall be extended by an additional 5 months.

Also, the regulations make it clear that irrespective of the provisions found within the Memorandum and Articles of Association of a company, any annual or extraordinary general meeting may be genuinely held remotely.

In such case:

  • The quorum applicable for the holding of the meetings, shall be that set out in the Memorandum and Articles of Association of the company,
  • Shareholders shall only be able to appoint the Chairman of the meeting as their proxy and may indicate on the form of proxy how the Chairman as such proxy is to vote on each resolution put to the meeting.
  • Means and sufficient time is to be provided to shareholders for the latter to ask any questions. Said queries are to be answered by the directors or any other relevant person.

Nonetheless, if the Articles of Association of a company so provide, any annual or extraordinary general meetings may be held virtually. However, this can only be done if the notice calling a meeting for a company contains reasonable:

  • Means for attending,
  • Procedure to be followed,
  • Voting method and,
  • Participation system.

Irrespective of the provisions within the memorandum and Articles of a company, the period for the laying before and approval by the company in the general meeting of the company's relevant accounts shall be extended by 5 months and that for the delivery to be made to the Registrar for registration, shall commence from the period extended as per these regulations. Hence, the forty-two days prescriptive period laid down by the Companies Act of the delivery to be made to the Registrar, shall start to run from the date of the meeting as indicated in the AGM FORM which has to be addressed to the Registrar.

Originally published July 14, 2020

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