Permanent changes to the Corporations Act regarding meetings and documents to come into force
March 2022 | News | Tina Lee and Anne Robinson
Permanent changes to the Corporations Act 2001 (Cth) (Corporations Act) – which will allow companies to use electronic methods to conduct meetings, sign or execute documents and send documents (including meetings-related documents) – will take effect over the coming months. These changes were introduced by the Corporations Amendment (Meetings and Documents) Bill 2022 (Bill). Many of these changes are consistent with or replace the temporary changes to the Corporations Act that were introduced by the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth) in August 2021.
Key changes to the Corporations Act introduced by the Bill
The Bill was given Royal Assent on 22 February 2022. Accordingly, the following changes to the Corporations Act will be introduced:
- from 23 February 2022, changes to the Corporations Act that provide for electronic signing or execution of documents (including deeds) by companies; and
- from 1 April 2022, changes to the Corporations Act relating to meetings and sending documents, and will, amongst other changes:
- allow for meetings of directors using any technology consented to by all the directors;
- allow for hybrid meetings of members; and
- allow for meetings of members of companies using virtual meeting technology only, but only if this is required or permitted by the company’s constitution expressly;
- require all meetings, regardless of how they are held, to give members a reasonable opportunity to participate;
- allow for electronic service of documents (including meetings-related documents) to members and directors of companies; and
- allow members to elect to choose to receive documents from a company in physical or electronic form, or choose not to receive documents from a company altogether (failure to comply with a particular election from a member to not receive documents or to receive documents in a particular form is now a strict liability offence).
Implications for your company
These changes to the Corporations Act reflect the Commonwealth Government’s view that companies should be able to have the flexibility to use technology to meet their obligations under the Corporations Act. This should reduce the administrative and regulatory burden for companies over time. As these changes to the Corporations Act are permanent, your company should review your constitution or other governing documents to ensure you can take advantage of them.
Please contact Tina Lee or Anne Robinson if you have any queries or if you require assistance to review or amend your company’s constitution to be able to take advantage of these changes to the Corporations Act.