For any Company directors that may not yet be aware, the enactment of the Treasury Laws Amendment (2021 Measures No.1) Act 2021 in August 2021 brought with it some changes which allow for the electronic execution of documents under the Corporations Act 2001.
This new amendment allows Companies to:
- Execute company documents electronically including:
- Execution of documents under section 127 of the Corporations Act 2001; and
- Witnessing of the fixing of seals.
- Arrange attendance to company meetings (including AGMs) via audio-visual link.
- Send meeting-related documents to members through electronic communications.
These changes apply regardless of whether it is contemplated within the Company’s own constitution.
When signing electronically, the parties should ensure:
- the whole document is being electronically signed.
- the mode of electronic signing is as reliable as is appropriate for the purpose for which the document was generated, and that the signatory’s identity and intention to sign are clearly demonstrated. In the circumstances, popular software such as DocuSign will suffice.
For a person to be able to attend via virtual means, the audio-visual link technology deployed must allow that person a reasonable opportunity to participate in the meeting even though they are not physically present. Popular software such as Skype, Zoom and Microsoft Teams will suffice.
Companies will also now be able to give meeting related documents via email. The new legislation allows persons of a company to electronically sign and issue documents relating to a meeting. This includes:
- Notice of meetings
- Proxy documents
- Notice of resolutions
- Record of a resolution
When sending such a form electronically, the document must be readily accessible. Members of a company may still elect to receive hard copies of documents.
How long will these amendments last?
The new changes will expire on 1 April 2022. Further declarations may again extend these provisions or see them become permanent changes.
If you have any questions regarding the carrying out of Company functions under the Corporations Act 2001 electronically or by way of virtual means, please feel free to enquire with our office.