In response to the change in business practices due to COVID-19, on Tuesday 5 May 2020 the Federal Treasurer implemented temporary amendments to the requirements under the Corporations Act 2001 (Cth) (the Act) regulating meetings and execution of company documents.  The relevant instrument (available here) took effect from 6 May 2020 and will be automatically repealed after 6 months.

Meetings

The Act has been modified to facilitate meetings being held by using various technologies (e.g. Zoom, Skype etc.), though there are various conditions imposed to regulate these online meetings.  For example:

  • notice of meeting must include information about how those entitled to attend can participate in the meeting (including how to vote and speak); and
  • votes must be taken on a poll, not on a show of hands.

Execution of company documents

The Act has been amended to confirm that a company may also execute a document in accordance with section 127 of the Act by:

  • ‘wet ink’ (i.e. physical signature using a pen) signing of different counterparts of the document;
  • wet ink signing a copy of the document (e.g. first officer wet ink signs, then emails a PDF scan of that document to the other officer, who prints and signs that copy in wet ink); or
  • applying an electronic signature to an electronic version of the document, provided that a reliable and appropriate method is used to:
  • identify the person in the electronic communication; and
  • indicate the person’s intention in respect of the contents of the document.

Examples of electronic execution may include pasting an electronic signature into a document, signing a PDF using a stylus, mouse or finger, or using a cloud-based platform such as DocuSign.

We suggest that company officers familiarise themselves with these requirements and, if in doubt, seek clarification by way of advice.  Our specialist Corporate team are always available to answer any questions which you may have. 

Please contact Andrew Windybank, Principal and James Stevenson, Consultant, for further information.

This article is not legal advice.  It is intended to provide commentary and general information only.  Access to this article does not entitle you to rely on it as legal advice.  You should obtain formal legal advice specific to your own situation.  Please contact us if you require advice on matters covered by this article.

Andrew Windybank

Andrew Windybank -

Principal

Corporate and commercial law specialist