Temporary measures on electronic signing and document sharing

The Treasury Laws Amendment (2021 Measures No. 1) Act 2020 was introduced in 2021 to amend the Corporations Act 2001 (Cth) (‘Corporations Act’) to allow electronic execution of documents; and to hold company meetings in a hybrid format (both in person and virtually); however, these amendments are due to expire on 31 March 2022.

The Corporations Amendment (Meetings and Documents) Bill 2021 (‘the Bill’) was passed by the Senate on 10 February 2022. The Bill amended the Corporations Act to permanently allow companies to execute documents electronically; sign and share company and meeting-related documents electronically; and hold meetings in a hybrid format (both in person and virtually). The provisions allowing electronic execution of documents came into effect on 23 February 2022, and the further amendments regarding hybrid company meetings and electronic meeting documents will apply from 1 April 2022.

Electronic signing of documents
The Bill allows a company, or a person on behalf of a company (such as an agent), to sign a hard copy of the document (including deeds) by hand, or to sign an electronic form of the document (including deeds) using electronic means. The method of signing must identify the person signing and indicate the person’s intention in respect of the information recorded in the document.
Hybrid format for company meetings

The Bill gives companies the option to hold meetings in a hybrid format, however, companies will only have the option of holding wholly virtual meetings if their company constitution expressly allows.
Regardless of whether a member attends an in person, hybrid, or virtual meeting, they must still be given a reasonable opportunity to participate in the meeting. This includes the ability to exercise, orally and in writing, any of their rights to ask questions and make comments.
Electronic distribution of meeting-related documents
The Bill allows members to be notified of meetings electronically, and for meeting-related documents to be signed and shared electronically, regardless of whether the meeting is to be held in person or virtually. The Bill also allows members to elect to receive a copy of meeting-related documents in their preferred format, a hard copy, or an electronic copy. The member must be notified at least once each financial year of their right to receive a hard copy or electronic copy of the meeting-related documents.

The content of this article is intended to provide a general guide to the subject matter. Specific advice should be sought about your specific circumstances.

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