Legislative Wrap-Up 2022: Corporations Act gets a new virtual look
In late February, the Corporations Amendment (Meetings and Documents) Act 2022 (Cth) (Meetings and Documents Act) came into effect, amending the Corporations Act 2001 (Cth) (Corporations Act). Shaped by the evolving role technology plays in a post-COVID world, the Meetings and Documents Act came with a raft of changes.
What has changed?
The Meetings and Documents Act accommodates for the increasingly virtual nature of business by amending sections 249R and 252P of the Corporations Act to allow a meeting of members to be held online. In addition to being held physically, meetings can now be held at both physical venues and virtually (a hybrid meeting), or entirely virtually, if the technology has been consented to by all directors.
As well as this, the Meetings and Documents Act also allows for technology-neutral signing of documents, so long as the method of signing properly identifies the person and indicates their intention and is as reliable as would be appropriate.
Sole director signing now easier
The Meetings and Documents Act also amended the Corporations Act to permit a sole director of a company that has no company secretary to sign under s 127(1) of the Corporations Act. Previously, a sole director could only sign under s 127(1) if they were also the company secretary. Importantly, this change means the assumptions made under s 129(5) as to the due execution of company documents applies and extends to documents which are signed by a sole director only, without the signature of a company secretary.
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