The Corporations Act 2001 (Cth) has been amended to permanently allow companies to hold virtual meetings and electronically execute documents, including deeds.
The Corporations Amendment (Meetings and Documents) Act 2021 (Cth) received assent on 22 February 2022. The Act makes permanent the previously temporary measures allowing companies to hold meetings using virtual technology and execute documents electronically.
The existing temporary relief relating to virtual meetings will continue to apply until 1 April 2022. After this date, companies will be permanently permitted to hold meetings:
- wholly in person
- partly in person and partly using virtual meeting technology
- wholly using virtual meeting technology, if expressly permitted in the company’s constitution.
Regardless of the forum in which the meeting takes place, the new laws require companies to ensure that members 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.
From 23 February 2022, companies can electronically sign documents (including deeds) that:
- are executed under section 126 or 127 of the Corporations Act 2001 (Cth)
- relate to the meetings and resolutions of members or directors.
Additionally, the fixing of a common seal can now be witnessed using an audio-visual link.
The permanent introduction of virtual meetings and electronic signing is likely to be welcomed by stakeholders. However, it remains important for company officers to ensure they comply with the legislative regime and seek advice in any areas of uncertainty.