New law: Government ends temporary relaxations

The relaxations relating to shareholders’ meetings, which said that all UK limited companies could hold shareholders’ meetings (or for companies limited by guarantee, members’ meetings) without the shareholders having to physically gather together, ceased to apply on 30 March 2021.

The temporary rules authorised virtual meetings regardless of what a company’s articles said. Now that they have ended, companies wishing to hold virtual shareholder meetings should check their articles and the general law to make sure they still can.

Similarly, the automatic extension to the period allowed for private and public companies to file their accounts at Companies House also came to an end for accounts due to be filed on or after 5 April 2021. Companies whose filing date falls after that date no longer enjoy an automatic extension.

Companies that need more time to file their accounts may still be able to apply to Companies House for a three month extension if the reason is that something has happened that is out of the company’s control. If these include issues around COVID-19, Companies House says it will always grant the extension. However, note that companies that have already had their accounts deadline extended may not be eligible, as the law only allows a maximum filing period of 12 months.

The extensions to the periods for filing certain other information at Companies House because of the pandemic have also ended, and the normal filing periods have been reinstated. For example, the filing period for:

• Confirmation statements has reverted to 14 days (from 42 days).
• ‘Event-driven filings’ has reverted to 14 days (from 42 days).
• Company charges has reverted to 21 (days from 31 days).

Event-driven filings are changes to details of directors, information on people with significant control (PSC) and secretaries, changes to registered office addresses, and notifications of places where registers of members, directors, PSCs and secretaries are kept, and where copies of company charges are kept.

These changes apply where a confirmation statement or event-driven filing takes place after 5 April 2021.

The extension to the time for filing company charges continues to apply to charges created up to and including 4 April 2021. However, the old 21-day time limit is reinstated for charges created after that date.

Operative date

• Now

Recommendations

• Companies wishing to hold virtual shareholder meetings rather than face-to-face meetings should ensure they can under the general law and their constitutions and, if in doubt, consider specialist advice.
• Companies may find it helpful to download best practice guidance on annual general meetings from the Financial Reporting Council website.
• Companies in any doubt about their accounts or other filing deadlines at Companies House should check the latest filing dates for accounts and confirmation statements given on their public record at Companies House, and consider taking specialist professional advice.