COVID-related changes which affected the way companies deal with meetings and documents have been made permanent.
Companies and registered management investment schemes are now permanently able to use technology to hold meetings and execute documents under the Corporations Act 2001.
The Corporations Amendment (Meeting and Documents) Act 2022 makes permanent the previous COVID-related changes in the Treasury Laws Amendment (2021 Measures No. 1) Act 2021.
Meetings
A company can choose to hold a meeting:
- in one or more physical locations;
- as a hybrid at one or more physical locations and using technology;
- virtually, if expressly permitted by the company’s constitution.
Members are to be provided with a reasonable opportunity to participate in meetings s 249S. Appropriate notice and provision of sufficient technology for members to participate and vote is required.
Documents
At least once each financial year members may elect to receive documents either electronically or in paper form. A member can request not to be sent any document prescribed in the regulations. The company is required to make notices available on a website and take reasonable steps to provide the member with any requested documents.
The following documents may be provided by the company in electronic or physical form:
- notices of meetings;
- resolutions;
- matters to be considered at a meeting; and
- minute books.
Execution
Corporate documents can be signed and executed electronically, with company signatories no longer required to sign the document in the presence of a witness physically.
A copy or counterpart of the document can be signed instead of the original therefore split execution is permitted.
Where there is a sole director, but no company secretary, a document is validly executed if:
- the sole director signs the document; or
- the sole director witnesses the fixing of the seal.
Where the new rules are followed people dealing with companies are entitled to assume that a document is validly executed.
The permanent changes apply to documents sent and meetings held on or after 1 April 2022.
The By Lawyers Companies guide has been updated to reflect these changes in the way companies may deal with meetings and documents.