Companies – Virtual Meetings & Electronic Execution of Documents
January 2022 | Natasha Thomas
COVID-19 restrictions presented unique legal challenges for companies, including the ability to hold in-person meetings and validly execute documents. Responding to this, in 2020 the Australian Government amended the Corporations Act 2001 (Cth) to allow companies or registered schemes to employ virtual meeting technology.
The changes to the law permitted companies or registered schemes to:
hold virtual meetings;
distribute meeting-related documents in electronic form; and
execute documents electronically.
With COVID-19 showing limited signs of abating, the Government has extended this provision until 31 March 2022.
In line with these Government changes ASIC adopted a temporary position of “no action” for conduct of virtual company meetings.
This position means the ASIC:
supports the holding of meetings using appropriate technology;
facilitates the electronic notice of meetings including supplementary notices; and
allows public companies an additional 2 months to hold their AGMs.
The Government is currently discussing further reforms to the Corporations Act, modernising it to permanently allow for virtual company meetings and execution of documents.
Specifically the reforms would:
allow companies to hold meetings to be held in-person, virtually or as a hybrid – given this is expressly permitted by the company constitution;
allow companies to distribute documents in hardcopy or electronically; and
allow documents, including deeds, to be executed in-person or through the use of technology.
These laws will hopefully come into effect from 1 April 2022, when the current temporary relief expires.
If you have any questions or concerns do not hesitate to contact us.