Clarification regarding electronic execution and convening of company meetings
In welcome news for company directors, the Treasury Laws Amendment (2021 Measures No. 1) Bill 2021 (Amendment Bill) to temporarily permit electronic execution and convening of company meetings has finally been enacted.
Since the former Corporations (Coronavirus Economic Response) Determination (No 3) 2020 expired in March 2021, pre-COVID requirements in relation to the execution of documents by company officers have continued to apply. The passing of the Amendment Bill is a timely relief for companies who have struggled to meet Corporations Act 2001 (Cth) (Corporations Act) requirements during the pandemic.
The Amendment Bill temporarily amends the Corporations Act to allow companies to:
execute documents electronically;
hold virtual company meetings (including AGMs);
execute documents using separate copies;
allow members attending meetings virtually to be counted when determining a quorum;
electronically sign documents relating to a meeting (such as resolutions, proxy documents and minute books); and
send notices of meetings to shareholders via electronical means.
The Government has also suggested that permanent changes will be in place by the time these temporary measures expire in March 2022. These changes will be included in a separate Treasury Laws Amendment (Measures for Consultation) Bill 2021: Use of technology for meetings and related amendments. An exposure draft of the draft Bill can be found here.
The temporary relief introduced by the Amendment Bill received Royal Assent on 13 August 2021 and is now in force. The new rules will continue to apply until 31 March 2022.
For more information, please contact:
Hugo Le Clerc
Lawyer
T: 03 5225 5213
E: hleclerc@ha.legal
Paul Gray
Principal
T: 03 5225 5231
M: 0414 195 886
E: pgray@ha.legal
This article was prepared with the assistance of India Smith, research assistant
