The Corporations Amendment (Meetings and Documents) Bill 2021 (Cth) has commenced. This Act makes permanent amendments to the Corporations Act in order to facilitate the electronic execution of documents, allow for company meetings to be held at either a physical venue or via virtual meeting or a combination of the two, and it allows for the electronic distribution of meeting-related documents and other documents.

Changes to electronic execution

  • The changes to s 127 do not differ substantially from the temporary measures introduced during COVID 19. However, the changes to s 126 are new in that now, an agent does not need to be appointed by deed and witnessing and delivery are not necessary for the deed to be validly executed. This makes the signing process for company agents easier. Additionally, a lawyer or another agent for a company can sign a deed electronically, irrespective of the State or Territory law which governs the deed.

Meetings

  • Importantly, wholly virtual meetings are only allowed where this is expressly permitted by the company’s Constitution. The technology must also be ‘reasonable’ and allow members to exercise their right to ask questions and make comments both orally and in writing.

These changes apply to all documents sent and meetings held after 1 April 2022.

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