Key points
- Board meetings do not have to be held in person and can be held remotely
- It is important to hold board meetings, even informal ones, and record (email will suffice) decisions taken
- the Companies Registration Office has extended the deadline for the filing of annual returns for any returns due to be filed before 30 June 2020
All businesses are making difficult decisions and implementing new measures daily, if not hourly. Immediate issues arising include supply chain management, matters concerning staff (for example implementing layoffs or short time working) and business continuity procedures. It is important, especially when decisions with significant impact are being taken, that decision making is recorded at all ad hoc and other board meetings.
Here, Damian Maloney provides some advice on how you can continue to hold board meetings without putting yourself or others at risk.
Virtual Board Meetings
- The Companies Act 2014 already provides for a board meeting to take place by way of conference where directors are not all in the same place, but are able to hear and speak to each other whether by way of telephone, video or other electronic communication.
- Such a board meeting will be deemed to be held where the largest group of those participating is assembled or, in the absence of any such group, where the chairperson is located. If there is no group assembled or chairperson appointed, the meeting is deemed to be held wherever the meeting itself decides. This is important as the location of the meeting could have tax implications.
- Minutes should be taken. Draft minutes can be circulated by email and entered into the books of the company at a later date.
Directors Written Resolutions
- It is also possible to pass directors resolutions by way of written resolution. This is of more practical assistance where there are a small number of directors, as the resolution must be unanimous.
- These resolutions can be circulated electronically and may consist of several documents. The resolution takes effect from the time it is signed by the last director. Again, the resolutions can be signed electronically by each director typing his or her name or by inserting a scanned signature.
Filing Annual Returns
It is worth noting that if the purpose of the board meeting is to approve accounts for filing as part of the company's annual return, the Companies Registration Office has extended the deadline for the filing of annual returns for any returns due to be filed before 30 June 2020. Any such returns will be deemed to be filed on time if all elements of the annual return are completed and filed by that date.
Directors Duties
Should you need any guidance on the duties of directors as they apply to your business, please let us know.
For more information please get in touch with Damian Maloney (Corporate and Commercial).
To discuss any other COVID-19 related issues impacting your business, please get in touch with Barry Cahir (Litigation and Insolvency), Thomas O'Dwyer (Litigation), Sharon Delaney (Litigation), Dorit McCann (EU, Competition & Procurement), Damian Maloney (Corporate and Commercial), Aidan Marsh (Commercial Property), Gerry Gallen (Commercial Property), Sandra Masterson Power (Employment), Paul Gough (Employment), Edward Evans (Corporate & Commerical), Fidelma McManus (Housing) or your usual Beauchamps contact.
