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Virtual meetings and e-signatures become permanent for corporations

The Corporations Amendment (Meetings and Documents) Act 2022 (Cth) (Act) has received royal assent to make virtual meetings and e-signatures permanent for Australian corporations.

The Act was initially introduced as a temporary measure in response to COVID-19 in 2020 to enable businesses to continue operating without physically interacting. This worked as an immediate band-aid solution but as the pandemic continued to evolve it was clear that perpetual legislative changes were necessary. The Act now permanently amends the Corporations Act 2001 (Cth) to permit Australian corporations to use technology to execute documents, hold meetings online, and share meeting materials through digital means.

Executing document changes

A person may now physically or digitally sign a document on behalf of a corporation pursuant to sections 126 or 127 of the Corporations Act. If an electronic signing method is chosen, the Act does not prescribe any type of technology for electronic signing. However, electronic signing must identify the person signing and the person’s intention in respect of the information recorded in the document. Additionally, the method of signing must reliably verify a person’s identity and intention. A person also does need to sign in the same form or page of a document as another or use the same signature method to execute a document.

Sending and receiving documents

Corporations may send documents either physically or digitally, including via email or just listing a document on a corporation’s website.

Execution by agents

Agents may now execute documents (including deeds) under s 126 of the Corporations Act. Execution may be either physical or digital.

Sole directors of corporations

Proprietary companies with a sole director and no company secretary may now sign documents under s 127 of the Corporations Act.

Virtual meetings

Corporations may elect to hold virtual or hybrid (both physical and online) meetings. This is to allow all members of a corporation the opportunity to participate.

The ability to execute, send and receive company documents electronically is already in place and corporations will be able to hold virtual or hybrid meetings starting from 1 April 2022.

For the full reading of the legislation, see here.

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