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Permanent Reforms Enable Virtual AGMs and Electronic Documents

The Corporations Amendment (Meetings and Documents) Bill 2021 passed Parliament on 10 February 2022. The amendment makes permanent, the temporary changes introduced at the peak of the COVID-19 pandemic. These welcomed changes allow organisations, still affected by the pandemic’s restrictions, to make use of technology to hold virtual or hybrid meetings, as well as execute, sign and transfer documents electronically.

The act allows documents to be signed in flexible and technology neutral manners. This change applies to:

o   the signing of certain documents (including deeds) by or on behalf of a company; and

o   the signing of documents which relate to certain meetings or resolutions.

o   allows companies and registered schemes to hold physical and hybrid meetings. Wholly virtual meetings may also be used if they are expressly required or permitted by the constitution.

o   all meetings, regardless of how they are held, must give the members as a whole a reasonable opportunity to participate. This includes holding the meeting at a reasonable time and place and using reasonable technology to conduct a virtual meeting and connect different physical locations together.

o   documents relating to meetings may be signed and given using electronic means, regardless of whether the meeting is a virtual, physical or hybrid meeting. 

o   a member or group of members with at least 5 per cent of the votes to require a listed company or registered scheme to appoint an independent person to observe or report on a poll. 

o   the statutory document execution mechanisms to proprietary companies with a sole director and no company secretary. 

A late amendment provides the right to hold wholly virtual meetings ceases to have effect if a report on the review of the operation of those provisions is not tabled in parliament within 30 months of the commencement of the Act.

The provisions relating to electronic communications and electronic signatures are moved from Chapter 2G to Chapter 1 of the Corporations Act so that they can be extended in the future to include additional types of documents that do not relate to meetings.

The act is due to commence once the temporary measures introduced in 2021 under the Treasury Laws Amendment Act (2021) expire on 30 March 2022. Under these new permanent reforms, from 1 April 2022, virtual meetings may only be held if they are permitted by the organisation’s constitution.

Comparison of key features of new law and current law

Current law

New law

Documents relating to a meeting may be signed electronically by using a method to identify the signatory and indicate the signatory’s intention until 31 March 2022.

Certain corporate documents, including documents which relate to meetings of members, can be signed in technology neutral and flexible manners. 

Agents can make, vary, ratify or discharge contracts on behalf of companies. 

Agents can make, vary, ratify or discharge contracts and execute documents (including deeds) on behalf of companies.  

Company documents executed both with and without a seal may be executed using electronic means. If the document is executed by fixing a company seal, electronic means may be used to witness the fixing of the seal. These changes remain in force until 31 March 2022. 

Companies can execute documents in flexible and technology neutral manners. 

Proprietary companies with a sole director and no company secretary cannot use the statutory document execution mechanisms.

Proprietary companies with a sole director and no company secretary can use the statutory document execution mechanisms.

The Corporations Act only provides for members of companies and registered schemes to elect to receive meetings related documents until 31 March 2022.

Members of companies and registered schemes can elect to receive meetings related documents electronically or in hard copy.

Companies and registered schemes can hold wholly virtual meetings of members, regardless of requirements in the constitution until 31 March 2022.

Companies and registered schemes can hold meetings of members at one or more physical locations (a physical meeting), at one or more physical locations and using technology (a hybrid meeting), or if permitted by an entity’s constitution, as a wholly virtual meeting.


For more information or to further understand the implication of these changes for your organisation, email us here

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