COVID-19
Knowledgebase

Duncan & Toplis is here to help and support you through the ongoing challenges presented by the coronavirus pandemic. Whilst this is an anxious time for many, it’s important to know that there is help available.

We are summarising the measures, including eligibility requirements, as they are announced and all details can be found here in our COVID-19 Knowledgebase.

Changes to statutory compliance duties

Companies House changes

Authorisation codes sent to home addresses

Companies House users can now request to have authorisation codes sent to home addresses instead of the company’s registered office.

This is a temporary measure due to the COVID-19 outbreak.

Restart of the voluntary strike off process 

From 10 September 2020, Companies House will restart the process for companies that have applied for voluntary strike off.  

Further details can be found here.

 

Temporary changes to filing requirements

The Companies etc. (Filing Requirements) (Temporary Modifications) Regulations 2020 (“the regulations”) were signed into law on 26 June 2020 and came into force on 27 June 2020. 

The measures introduced by the regulations will relieve the burden on businesses during the coronavirus outbreak and allow them to focus all their efforts on continuing to operate. 

Full details of the changes can be found on the government website here.

COVID-19 Knowledgebase


Dividend policies

Given the current crisis, Directors are being urged to look again at their dividend policy and consider the following:

  • Is the policy still fit for purpose?
  • For any proposed dividend, how has the solvency of the company been assessed, including any potential impact of COVID-19?
  • Section 172 of the Companies Act contains the duty to “promote the success of the company for the benefit of its members as a whole.” How does the dividend policy align with this requirement?
  • How can directors protect themselves from any suggestion that decisions to pay dividends were not influenced by the need of the director/shareholder for income, as opposed to the needs of the company, especially where the facts point to such a conclusion?
  • Should directors consider paying owner/directors on PAYE, rather than through dividends?

As at 1 June, there remains no indication from the government that support will be available to shareholders where the amount of their dividend has been impacted by the COVID-19 pandemic.

COVID-19 Knowledgebase


Annual General Meetings (AGMs)

New legislation has been introduced to provide companies, who are required by law to hold AGMs, greater flexibility to enable them to do so safely, including holding AGMs online or postponing the meetings.

COVID-19 Knowledgebase

 


Corporate governance and insolvency Bill

The government has introduced the corporate governance and insolvency Bill in parliament. This will put in place a series of measures to amend insolvency and company law to support business to address the challenges resulting from the impact of COVID-19.  

The Bill consists of six insolvency measures and two corporate governance measures. The measures include: 

  • introducing a new moratorium to give companies breathing space from their creditors while they seek a rescue;
  • prohibiting termination clauses that engage on insolvency, preventing suppliers from ceasing their supply or asking for additional payments while a company is going through a rescue process;
  • introducing a new restructuring plan that will bind creditors to it;
  • enabling flexibility to the insolvency regime to meet the demands of the emergency;
  • temporarily removing the threat of personal liability for wrongful trading from directors who try to keep their companies afloat through the emergency;
  • temporarily prohibiting creditors from filing statutory demands and winding up petitions for coronavirus related debts;
  • temporarily easing burdens on businesses by enabling them to hold closed Annual General Meetings (AGMs), conduct business and communicate with members electronically, and by extending filing deadlines; and
  • allowing for the temporary measures to be retrospective so as to be as effective as possible.

Details of how to apply for a moratorium were published by the government on 26 June and can be found here.  

COVID-19 Knowledgebase

 


Gender Pay Gap reporting

Enforcement of gender pay gap reporting deadlines have been suspended for this year.

 

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Business services, COVID-19


Duncan & Toplis

Chartered Accountants & Business Advisers