COVID-19 re Annual General Meetings and other Compliances, and relief-funding

CANADA

• March 2021

  Commencing in mid-April, the Enhanced COVID-19 Business Benefit will provide up to $10,000 to eligible small and medium businesses most affected by the pandemic and ongoing public health restrictions.

  To be eligible for the Enhanced COVID-19 Business Benefit, applicants must:

  be a business, cooperative or non-profit organization with fewer than 500 employees

  demonstrate a revenue reduction of at least 60%

  report the levels of provincial and federal support received, to ensure that no more than 80% of revenue was covered by these other supports

• June 2020Emergency Program Act, British Columbia

• April 2020

  The Minister of Public Safety and Solicitor General issued an order under the Emergency Program Act which enables companies, societies and cooperatives to meet electronically for the duration of the provincial state of emergency 

• May 2020

  Temporary Relief Of Corporate Requirements For Shareholder And Director Meetings

• May 2020

  The BC Registrar of Companies has allowed corporations under BC's Business Corporations Act (the BCBCA) to postpone their annual general meeting for six months. To request an extension, a corporation must email BC Registries and Online Services with the request alongside its name and incorporation number. The corporation must also inform its shareholders that the annual general meeting has been delayed.

THE NETHERLANDS

• Sep 2020Compliance Deadline For Dutch UBO Register Approaches

• Sep 2020

  Compliance with the UBO registerwhich had previously been expected to begin in January 2020, is mandatory for private limited liability companies (BVs) and public limited-liability companies (NVs), except for listed companies already subject to the EU Transparency Directive requirements or an international equivalent, in addition to their wholly owned (directly or indirectly) subsidiaries. Also covered by the legislation are foundations, associations, co-operatives and partnerships, alongside European companies (SEs) and European cooperative societies (SCEs) with their registered office in the Netherlands.

AUSTRALIA

• 2020

  Western Australia: The Registrar of Co-operatives has provided this information as COVID-19 related guidance for co-operatives

UNITED KINGDOM

• 2020/2021Advice on planning and staging AGMs from Cooperatives UKCoronavirus is impacting on how Co‑operatives UK members can effectively govern their businesses. This guidance page has been developed to give some general governance advice in relation to the coronavirus pandemic. 

• 2021

  Government has confirmed that co-operative and community benefit societies, in Great Britain and Northern Ireland, are covered by legislation that provides businesses with greater flexibility in how and when they hold their Annual General Meetings (AGMs), or any other General Meetings (GMs) until 30 April 2021

• 2020

  The Corporate Insolvency and Governance Act 2020 (Coronavirus)(Extension of the Relevant Period) Regulations 2020 ("Regulations") came into force on 29 September 2020. The new Regulations are important as they extend the period in which companies and "other qualifying bodies" can hold meetings under the Corporate Insolvency and Governance Act 2020 ("CIGA 2020"). A number of corporate organisations are covered by the CIGA 2020 including companies, charitable incorporated organisations and registered societies within the meaning of the Cooperative and Community Benefits Societies Act 2014. 

• 2020

  Role of Cooperatives in responding to crisis (Greater Manchester Cooperative Commission report)

  When there is a market failure, or a crisis of any sort, people react in a particular way. Of course, there are those who merely seek to take advantage of the vulnerable; but in general humans do the opposite – as social creatures they look out for each other. We respond collectively, because we want life to continue as normally as it possibly can. We co-operate, which is a basic, normal, human instinct.

  It’s what happened in a number of places in nineteenth century as the industrial revolution wrought havoc on people’s lives. It led to credit unions, co-op stores, building societies, friendly societies to protect people against sickness, accidents and bereavement, and mutual insurance. Over the course of 100 years or so, this became a way of life, and the older folk remember it.

• 2020

  Build Back Better report (Key recommendations from the report)

  These are some of the things that the GM Cooperative Commission’s recommendations call for:

  §  Establish a Cooperative Zone, helping to provide access to finance (12), to equip business advisors with the relevant basic practical understanding (21), to improve access to expert advice and support (23), to help family-owned SMEs to plan for ownership succession (22)

  §  Train procurement officers about the benefits of cooperative ownership (10), corporate strategies to emphasis procurement of social value (9), embed the principle of cooperation into GMCA’s constitution (2), all GM local authority strategies to address engagement of citizens and communities (5), establish a democratic charter promoting involvement of users, employees, volunteers and citizens (3)

  §  Employment for the gig economy through SMART for GM (28), consult on arrangements for SME participation in big digital projects (38), expand GM’s digital infrastructure through a cooperative approach (39), launch a GM user-investment vehicle for full fibre (40)

  §  Support small organisations in GM to co-operate in delivering public services (7), with a toolkit and learning programme to address this (8), promote funding of community-based initiatives through community share offers (13), promote credit unions (15)

• 2020Building a Cooperative recovery - blog post A different future

  The brief opportunity which we have is to do the following:

  Help people to realise that the established competitive way is neither the only way, nor even the best way; in fact in many respects it is failing. The old ideas that prosperity will eventually trickle down, and that problems can be solved by throwing money at them just don’t work.

  That the alternative basis for the organisation of commerce and of society is cooperation for the common good rather competition for private gain. It’s about giving people the space and the opportunity to succeed

UNITED STATES OF AMERICA

• 2021

  Wisconsin: Online AGMs are now permitted

  Cooperatives in Wisconsin can now hold annual member meetings and special member meetings remotely.  Governor Tony Evers signed Act 5, the new law that allows the use of technology for member meeting

• 2021US co-operatives have welcomed the adoption of the American Rescue Plan Act signed into law by President Joe Biden on 11 March.

  The National Cooperative Business Association CLUSA International (NCBA CLUSA) commended Congress and the Biden-Harris Administration on the passage of act, which, it said, “takes historic steps to provide direct relief from the devastating impacts of Covid-19 and paves an equitable path toward recovery”.

• 2021

  SBA Publishes PPP 3.0 Regulations and PPP Second Draw Loan Regulations

  The U.S. Small Business Administration (SBA) released new guidance on the existing Paycheck Protection Program (PPP) under Sections 1102 and 1106 of the Coronavirus Aid, Relief, and Economic Security Act and on the SBA’s new “Paycheck Protection Program Second Draw Loans” (the Second Draw PPP) created by Section 311 of the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (the EAA).

• March 2020

  The $2 trillion bill passed by Congress will bring help to electric cooperatives and their consumer-members by offering millions in aid for families struggling to pay their utility bills and billions in grants for small businesses.

  At the same time, the U.S. Department of Agriculture took action to provide greater flexibility and certainty for co-ops that rely on the Rural Utilities Service for loans and other financial assistance.

  In 2020, the California legislature had a busy year responding to the COVID-19 pandemic and implementing new employment laws for 2021.The new bills touch almost every facet of employment — including leave laws, wage and hour, workers’ compensation, and industry-specific laws.

  Many local small businesses have taken advantage of Paycheck Protection Program. Some local businesses and organizations have already received their funds for this second round. Contact your local financial institution for more information.Borrowers can set their PPP loan’s covered period to be any length between 8 and 24 weeks to best meet their business needs; PPP loans will cover additional expenses, including operations expenditures, property damage costs, supplier costs, and worker protection expenditures; the program’s eligibility is expanded to include 501(c)(6)s, housing cooperatives, direct marketing organizations, among other types of organizations.

• December 2020

  Small Business Association (SBA) and Paycheck Protection Program

  The COVID Stimulus Relief Bill (Consolidated Appropriations Act ) was signed into law by the Federal Government. This legislation included relief for many hard-hit industries (airlines, restaurants, etc.) and provided direct relief to many Americans in the form of enhanced unemployment benefits and $600 direct payments to qualified persons making under $75,000. Buried away in this 5,000+-page document was a provision that makes co-op corporations specifically eligible for forgivable loans under the PPP. 

  The PPP works as follows: a small business completes a loan application to their bank and/or lender, which then submits it to the Small Business Association (SBA). Although co-ops are now considered eligible entities, there are further eligibility requirements an individual co-op must meet in order to obtain this forgivable loan. In order to be eligible, a co-op will have to certify that they are currently experiencing financial uncertainty due to the pandemic. In addition, they must certify that the loan is necessary to support their ongoing operations. 

• New York : Cooperatives, Condos and Cooperatives

  For condominiums, cooperatives and homeowner’s associations, the novel coronavirus has presented myriad legal issues. However, dealing with COVID-19 has provided one benefit. There is now an opportunity to develop a blueprint for condominiums and cooperatives to follow when, and if, the next similar crisis occurs. It is therefore incumbent upon the practitioner to set forth for their clients plans for the future so that they are readily accessible when needed. To understand the basic foundation of what concerns many of these properties have, we should understand that, at a minimum, there is typically a statutory requirement to protect the health and welfare of residents.

  Executive Order gives flexibility to cooperatives to organise online AGMs and if not possible, forego the yearly meeting

• Minnesota Governor Tim Walz signed Emergency Executive Order 20-86allowing Minnesota cooperatives to: (1) hold virtual annual meetings, or (2) if a virtual meeting is not feasible, to forego its annual members’ meeting if the cooperative wishes to avoid in-person gatherings due to the public health threat caused by the COVID-19 pandemic. The Executive Order also gives a cooperative discretion to conduct director elections via mail, even if vote by mail was not previously authorized within the cooperative’s articles and bylaws. For any cooperative that chooses to hold director elections by mail, the requirements of existing cooperative law still apply, namely: (1) for 308A coops, Minnesota Statutes Sec. 308A.311, subd. 4(a)-(d) and subd. 5, and (2) for 308B coops, Sec. 308B.411, subd. 5(1)-(3), which require a mailed ballot to be in the form prescribed by the board and set forth specific mailing procedures.

• 2021

  More Small Business Relief From the Consolidated Appropriations Act, 2021. Small businesses in the U.S. could take advantage of new legislation with PPP updates and Employee Retention Credits in 2021

  The government has taken notice that many small businesses are still requiring support to stay afloat due to COVID-19. In response, The Consolidated Appropriations Act, 2021 (CAA). The CAA has laid out additional funding for businesses struggling with COVID and amends previous legislation and regulatory guidance.

• 2020How coronavirus stimulus funds helped one state create a 'broadband miracle'

  Even before the pandemic hit, Mississippi lawmakers had already begun to set their public policy to encourage newcomers in the broadband market. In January 2019, then-Gov. had signed the Mississippi Broadband Enabling Act, which removed a 1942 regulation that prevented electric cooperatives from offering anything other than electricity to their members.

• BE Act - Legal Text

SERBIA

• May 2020

  Coronavirus In Serbia: How To Access Government Funding?

  The Serbian Government had two objectives when preparing the economic assistance program designed to mitigate the damage caused by the COVID-19 epidemic – safeguarding employment and supporting business liquidity.

MALAYSIA

• March 2021

  PEMERKASA launched in relieving cooperatives and small biz.

  The Malaysian Cooperative Commission will provide financing incentives of up to RM100,000 without collateral to help affected cooperatives. These funding applications will be simplified and the approval process will be expedited by providing repayment flexibility after six months of funding being approved. A total of RM50mn from the Revolving Capital Fund of the Malaysian Cooperative Commission will be allocated which is expected to help more than 14,000 cooperatives.

• PEMERKASA Official Statement

• January 2021How Malaysia’s PERMAI Stimulus Package Benefits Businesses

  In early January 2021, Malaysia launched the PERMAI stimulus package to support businesses.Valued at 15 billion ringgit (US$3.6 billion), the incentives under PERMAI pertain to the enhancement of incentives issued throughout 2020, such as the wage subsidy program. The issuance of PERMAI comes as the country enters into another lockdown, set to last until February 18, 2021.

INDONESIA

• March 2021

  KSP Indosurya : The pandemic has caused several savings and loan cooperatives to face a decline in loan repayments. Members have withdrawn their savings, burdening the cooperatives with a decline in equity and complicating their internal consolidation and member services.

• February 2021

  Major liberalisation of FDI rules

  Acting on the mandate provided by Law No. 25 of 2007 on Investment (the “Investment Law”), as amended by Law No. 11 of 2020 on Job Creation (the “Job Creation Law”), the Government of Indonesia has issued a new implementing regulation for the Investment Law: Presidential Regulation No. 10 of 2021 on Foreign Direct Investment and Lines of Business (the “New List”). 51 sectors reserved for cooperatives and SMEs.

LUXEMBOURG

• JUNE 2020Extension Of Deadlines For Disclosing Financial Statements And Other Reporting

  Following the Law of 12 May 2020 on the extension of certain deadlines provided for in the sectorial laws of the financial sector during the state of crisis (the Financial Sector Extension Law), the Luxembourg legislator has now enacted a distinct law applicable to Luxembourg companies generally and which extends the deadlines for convening annual general meetings and for filing and disclosing annual accounts, consolidated accounts as well as related reports during the state of emergency (the "General Extension Law). The Council of the European Union has also adopted on an urgency basis a regulation providing for an extension of the period during which the 2020 general meeting of European companies (SEs) and European Cooperative Societies (SCEs) must be held

FRANCE

• JUNE 2020Coronavirus Covid-19 : Prorogation Des Délais D'approbation Des Comptes Annuels Des Groupements De Droit Privé

  Prise sur le fondement de la loi n°2020-290 du 23 mars 2020 d'urgence pour faire face à l'épidémie de covid-19, l'ordonnance n°2020-318 du 25 mars 2020 portant adaptation portant adaptation des règles relatives à l'établissement, l'arrêté, l'audit, la revue, l'approbation et la publication des comptes et des autres documents et informations que les personnes morales et entités dépourvues de personnalité morale de droit privé sont tenues de déposer ou publier dans le contexte de l'épidémie de covid-19 est venue apporter des dérogations temporaires de nature exceptionnelle en matière notamment d'approbation des comptes.

  A titre liminaire, nous rappelons que le champ d'application de l'ordonnance n°2020-318 est large puisqu'il concerne toutes les personnes morales et les groupements sans personnalité morale de droit privé (ci-après les « Entités Concernées  »), notamment :

• Les sociétés civiles et commerciales (sociétés anonymes, sociétés par actions simplifiées, société à responsabilité limitée, sociétés en nom collectif, etc.),

• Les associations, fondations et fonds de dotation,

• Les groupements d'intérêt économique et groupements européens d'intérêt économique,

• Les coopératives,

• Les mutuelles, unions de mutuelles, etc.

GERMANY

• February 2021

  Formations of German Limited Liability Companies, Filing of Deeds and InformationThe draft law provides for a number of new regulations intended to implement the EU’s directive on digitization. Because the directive stipulates, for example, that essential company information has to be available for free, the fees for retrieving information from the commercial and cooperative registers are to be eliminated in the future. Furthermore, annual financial statements of companies will no longer have to be published in the Federal Gazette, but will only have to be published by being posted in the company register.The draft law still requires the Bundestag’s approval.

• June 2020

  COVID-19: Are purely virtual general meetings of cooperative societies also permitted?

  The new legal regulation provides for general meetings of cooperatives to be held without a regulation of the Rules and without personal attendance. To this intent, the Act amends section 43 (7) of the German Cooperatives Act to the effect that members' resolutions can also be passed in writing or electronically if this is not expressly outlined in the cooperatives' Rules. In this case the board must ensure that the minutes are accompanied by a list of members who have participated in the passing of resolutions in accordance with section 47 German Cooperatives Act. The method of voting must be noted for each member who participated in the passing of the resolution.

International

• 2020

  Reproduction of blog by Ed Mayo (former SG, Co-ops UK) and VP Cooperatives Europe. Source YourPublic Value

  The power of cooperation constantly increases with the lockdown. While we experience social distancing, our need to exchange and collaborate is growing. How will small and medium entreprises (SMEs) survive the crisis? Cooperatives have found a way to keep going, relying on each other and enlarging cooperation.

INDIA

• 2021

  Allowing physical meetingaIn view of a spike in COVID-19 cases, the Maharashtra government, on Thursday, issued a notification, whereby the annual general meetings of urban cooperative banks (UCBs) and cooperative housing societies (CHS) with less than 50 members can take place offline. However, those having above 50 members will have to be conducted through video conference or other audio-visual means. The notification was issued by the cooperation department desk officer Anil Chaudhari. He has, however, underlined that it will be the sole responsibility of UCBs and CHS to maintain all the records of the annual general meetings (AGMs).

• 2020

  Multistate cooperative societies circulars

• 2020

  Elections post COVID-19

  The state government of Maharashtra had postponed elections to the district central cooperative banks, urban cooperative banks, primary agriculture cooperative societies, sugar factories, spinning mills, market committees, milk federations, credit societies, employees' credit societies, cooperative housing societies, consumer societies and labour associations citing the COVID-19 pandemic. The government, on March 18, 2020 had announced postponement of these elections up to June 17, 2020, and later again to December 31, 2020. Further, on January 16, 2021, the government had issued notification further deferring the poll till March 31 this year.

• 2020In a relief to the Maharashtra government, the Bombay High Court recently dismissed a plea that had challenged the state’s decision to postpone elections to cooperative societies, including housing societies, district central cooperative banks and sugar factories. The government had given an extension to the managing committees of the societies in view of the pandemicCopy of the Judgement

• 2020Mumbai cooperatives:AGMs

  Urban cooperative banks and cooperative housing societies with less than 50 members can be held offline

• 2020

  RBI Allows One-Time Loan Restructuring For The Stressed Borrowers

  The Reserve Bank of India ("RBI") in order to curb the effect of COVID-19 over the economy, has introduced a Resolution Framework ("Resolution") for dealing with the stressed assets during the pandemic. It is important to assess the stress induced by the pandemic as it can hamper the ability of the borrowers to repay the loans. Therefore, RBI on August 6, 20201  announced a one-time special window for lenders in order to restructure the current loans, which will further allow them to change repayment terms for their borrowers who have been hit by the COVID-19 lockdown. The intention behind bringing out the Resolution is to help borrowers who are dealing with the liquidity and repayment issues due to the pandemic.

  The facility of loan restructuring is only available to businesses or individuals who are suffering the COVID-induced stress. Further, only those borrower's accounts which are not in default for more than 30 days with the lending institution as on March 1st, 2020 are eligible for the loan restructuring. Moreover, the following entities would not be included:

1. As on March 1, 2020, the MSME borrowers whose aggregate exposure to lending institutions collectively is 25cr or less

2. Loans given to the Central and State Governments, local Government bodies, Primary Agricultural Credit Societies (PACS) or Farmers' Service Societies (FSS)

3. Loans granted by lenders to their own personnel or staff; and

Further, it is very important to note that the loans taken from non-banking organisations are also included in the Resolution framework's ambit. Therefore organisations whose loans are eligible for resolution would include all Commercial Banks (including Small Finance Banks, Local Area Banks and Regional Rural Banks), all Primary (Urban) Co-operative Banks/State Co-operative Banks/ District Central Co-operative Banks, all All-India Financial Institutions, all Non-Banking Financial Companies (including HFCs).

TURKEY

• FEBRUARY 2021

  Certain Loan Debts Of Tradesmen And Artisans Who Are Aggrieved Due To Covid-19

  The Presidential Decree ("Decree") published in the Official Gazette dated  04.02.2021 and numbered 31385 regulates the procedures and principles regarding the deferral of debts arising from low-interest loans used with the guarantee of Tradesmen and Craftsmen Credit and Guarantee Cooperatives ("TCCGC")  or directly from HalkBank, by the tradesmen and craftsmen whose businesses are economically damaged due to COVID-19 and who are operating throughout Turkey under the Turkey Tradesmen and Craftsmen Credit and Guarantee Cooperatives Central Union.

IRELAND

• 2020

  New legislation allows Irish credit unions can now hold virtual AGMs.

  The act was adopted in response to the health risk posed by Covid-19. Credit unions have been given an interim period of up to 30 April 2021 to determine how to convene an AGM, taking into account what is in their own rules. This period can be extended if needed.

• Full text of the Amendment of the Credit Union Act , 1997 - legal text

THE PHILIPPINES

• 2020

  Philippine economic stimulus law now in effect

  On 11 September 2020, President Rodrigo Duterte signed into law Republic Act No. 11494, otherwise known as the Bayanihan to Recover as One Act, which details the measures to be implemented by the Philippine government to stimulate and accelerate the recovery of the Philippine economy from the adverse impact brought about the by the COVID-19 pandemic.

  The law provides a minimum 30-day grace period on residential rents and commercial rents of lessees not permitted to work and medium, small and micro enterprises MSMEs) and cooperatives ordered to not operate during the community quarantine, without incurring interests, penalties, fees, and other charges. Any increase in rent during the same period shall be prohibited; [full text of the law is on the thread on Recent Amendments]

PORTUGAL

• 2021

  Decree-law 6-C/2021 extends the extraordinary support for the gradual resumption of activity in companies in a situation of business crisis with a temporary reduction of the normal working period (PNT), under the Economic and Social Stabilisation Programme and creates new simplified support for micro-enterprises in business crisis, with a view to maintaining jobs.