COVID measures for companies have been further extended. These temporary measures are currently set to expire on 31 March 2022.
The Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (‘the 2021 measures’) commenced on 13 August 2021. They extend and expand on the measures previously introduced in 2020.
A company can execute a document electronically under s 127 of the Corporations Act 2001. Signatories can sign separate counterpart copies.
The method used must:
- be appropriate in the circumstances,
- identify the person in the electronic communication, and
- indicate the person’s intention in respect of the contents of the document.
The measures also allow for alternatives to execution normally requiring a common seal.
The 2021 measures also extend and expand on the previous COVID measures for companies holding meetings. They modify the provisions of the Corporations Act 2001 and the Corporations Regulations 2001, or any equivalent provisions in a company constitution, that require or allow a meeting to be held, or that regulate giving notice of a meeting, or the conduct of a meeting. The provisions include:
- a meeting can be held using one or more platforms such as Zoom, Skype or Microsoft Teams;
- all persons participating electronically are taken for all purposes, including quorum requirements, to be ‘present’ at the meeting;
- a vote taken at the meeting must be taken on a poll, and not on a show of hands, by using technology to give each person entitled to vote the opportunity to participate in the vote in real time or in advance;
- persons attending the meeting to speak, such as asking questions, can do so using technology;
- a proxy may be appointed using technology specified in the notice of the meeting; and
- notice of a meeting may be given by using technologies. For example, a company could send members an email attaching a notice of a meeting and other material, or provide a link to the notice and the other material for viewing or download.
The By Lawyers Dealing with COVID-19 legal issues – Some practical information publication has been updated accordingly. This helpful summary guide to COVID measures in all states is available at the top of all By Lawyers matter plans.