The Corporations Act 2001 (Cth) now permanently allows companies to hold virtual meetings and electronically execute documents.
On 22 February 2022 the Corporations Amendment (Meetings and Documents) Act 2021 (Cth) received assent making permanent the previously temporary measures allowing companies to hold meetings using virtual technology and execute documents electronically.
Meetings held virtually
The temporary relief relating to companies convening meetings
virtually will continue to apply until 1 April 2022, and after this
date, the arrangements are made permanent so meetings can be
held:
- physically in person;
- partly in person and partly virtually using virtual meeting technology such as Teams, Zoom, GoToMeeting or by telephone;
- entirely virtually using virtual meeting technology, so long as that is expressly allowed under the company's constitution.
However the meeting occurs, these new laws require companies to
make sure shareholders are provided with a reasonable opportunity
to participate in the meeting. This includes holding the meeting in
a reasonable place at a reasonable time and ensuring any technology
used is reasonable. If you tried to hold a meeting at 4 am one
morning, or via a platform which isn't readily available
without subscription, you'd likely run afoul of these
requirements.
Electronic signing
From 23 February 2022, all companies in Australia can
electronically sign documents (including deeds) that:
- relate to the meetings and resolutions of company shareholders or directors.
- are signed under sections 126 or 127 of the Corporations Act 2001 (Cth);
Additionally, and for those Australian companies which still use a common seal, the fixing of the common seal can now be witnessed using an audio-visual link.
Next Steps
You should check your company's constitution, and make sure
your virtual meeting protocols are reasonable.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.