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Physical Board Meetings - Coronavirus

  • 25 Feb 2020 3:30 PM
    Message # 8769996
    Anonymous member (Administrator)

    A member would like to ask:

    Does any company have any advisories with regards to board meetings and the issue of the coronavirus risk? 

    For tax reasons my board is required to have physical meetings with Directors from overseas at least twice a year, in order to demonstrate management control is in the jurisdiction where the company is incorporated.

    For instance, what if the WHO comes out with a statement about travel to contain any health risk?  Does the Company wait to be reactive to this announcement or proactive in putting in place a resolution only to be used in dire circumstance, e.g. health risk to Directors, etc.  

    Noting that the current virus is spreading fast https://www.worldometers.info/coronavirus/#countries there might be a need for many companies to insert an ‘out’ resolution for physical meetings due to travel restrictions.  For many it will be an easy process, but for those incorporated for tax reasons it becomes more complex. 

    I would appreciate if our members share advice around this issue, from both a legal and tax perspective, as sooner or later boards will be put in the position of not being able to do the physical meeting, because shareholders will refuse to travel or their companies introduce policies to restrict business travel.


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