Through Legal Notice 288, new regulations entitled Companies Act (Public Companies – Annual General Meetings Regulations), 2020 came into effect. This LN was complemented by a notice issued on 10 July 2020 by the Malta Business Registry explaining the provisions of the Regulations.
The Regulations are applicable to those public companies with more than 6 shareholders which could not hold their annual general meeting ('AGM') which fell due during the global COVID-19 pandemic, by reason of the closing of certain venues and restrictions on gatherings imposed by the Superintendent of Public Health.
In essence, the Regulations:
- extend the 15-month period for convening an AGM in terms of Section 128(1) of the Companies Act by 5 months;
- permit the convening of valid AGMs and extraordinary general meetings virtually/remotely;
- provide for the procedure to be followed in case of virtually/remotely held AGMs and extraordinary general meetings (in terms of content of notices calling for a meeting, proxies, time for shareholders to ask questions, publication of answers, etc.);
- extend the 7-month period from the end of the accounting period, specified in Section 182(2)(b) of the Companies Act, for the laying and approval by the company in the general meeting of the company's accounts by 5 months; and
- extend the period for the provision of copies of the audited accounts to the Registrar to 42 days from the extended period for the laying of accounts.
Public companies availing themselves of such extensions are required to file an 'AGM Form' with the Registrar that is prescribed as a Schedule to the Regulations. Failure to do so, will render every officer of the company who is in default, liable to a penalty of €500.
Originally published by KPMG Malta, July 2020
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.