The Federal Government has passed the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 which repeals Determination No. 1. This continues the modifications to the Corporations Act 2001 (Cth) previously brought in permitting the use of technologies for the purposes of conducting meetings and for the execution of documents.
Determination No. 3 has commenced in that it has repealed Determination No. 1 and is in effect until 21 March 2021.
In summary the modifications in relation to meetings permit:
- the use of technologies so that all persons entitled to attend a meeting may do so and not have to be physically present;
- voting by poll so as to allow those persons attending by technologies an entitlement to have their vote recorded rather than on a show of hands of those physically present;
- appointment of a proxy by use of technologies; and
- giving notice of a meeting and any other information by use of technologies.
The determination also provides for the execution of documents by a company by either:
- signing a copy or counterpart of a document in its physical form; or
- an electronic communication (within the meaning of the Electronic Transactions Act 1999 (Cth)) provided:
- it identifies and indicates the person’s intention in respect of the contents of the document; and
- it is as reliable as appropriate for the purpose for which the company is executing the document.
Whether a company executes a document in its physical form or electronically, the signature must be affixed to the entire document, but does not need to include the signature of any other person signing the document (merely signing the execution page will not comply with the determination).
As you are no doubt aware this is but one of many changes enacted in order to provide opportunity for companies and businesses to continue to operate in forced circumstances beyond their control.
If you have any queries or need assistance please contact us.