Permanent Changes Afoot to Allow Virtual Meetings and Electronic Execution of Documents

Permanent Changes Afoot to Allow Virtual Meetings and Electronic Execution of Documents

The Federal Government has signalled its intention to make permanent the temporary COVID-19 exemptions allowing virtual meetings and the electronic signing and sending of certain documents by companies.

If passed in its current form, the Corporations Amendment (Meetings and Documents) Bill 2021 (the Bill), introduced into Parliament on 20 October 2021, will permanently allow companies (and registered schemes) to:

  • hold virtual and hybrid meetings (including meetings of directors and meetings of shareholders (meetings of members, for a scheme), as the case may be);
  • digitally distribute notices and other meeting-related material to prospective attendees;
  • record, keep and store minutes of meetings electronically; and
  • electronically execute documents (including deeds).

The reforms follow from the temporary package of exemptions which have been in place during the COVID-19 pandemic.

Among other things, if enacted, the reforms will give company directors permanent assurance that documents can be validly executed electronically under section 127 of the Corporations Act 2001 (the Act).

Key changes

Whilst the proposed reforms in the Bill largely replicate the suite of temporary measures, there are a handful of minor changes. For example:

  • the Bill will amend section 126 of the Act to allow a company’s agents, such as its solicitors, to make, vary, ratify, discharge or execute deeds – this builds on existing powers for such individuals in relation to contracts; and
  • fully virtual meetings of a company’s members will only be permitted where this is expressly required or permitted by the company’s constitution. However, if the constitution does not require or permit, the company may nonetheless conduct hybrid meetings, by using both a physical venue and virtual meeting technology.

Until the Bill is passed into law, companies should continue to rely on the temporary rules which remain in place until 1 April 2022. We will provide updates as things progress.

Need more guidance?

If you would like further information or advice on how these changes could assist your company, please contact our Corporate & Commercial Team at Hunt & Hunt.

~ by Michael Timlin, Graduate at Law

Our Corporate and Commercial Lawyers