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Under the social dis­tanc­ing mea­sures that are cur­rent­ly in place, it is dif­fi­cult for share­hold­ers to phys­i­cal­ly gath­er with mem­bers of the board at annu­al gen­er­al meet­ings.

The Cor­po­ra­tions Act 2001 pro­vides that the Min­is­ter may, by leg­isla­tive instru­ment, exempt spec­i­fied class­es of per­sons from the oper­a­tion of spec­i­fied pro­vi­sions of the Act or Cor­po­ra­tions Reg­u­la­tions 2001.

The pur­pose of the instru­ment-mak­ing pow­er is to pro­vide the Min­is­ter with a tem­po­rary pow­er to pro­vide short-term reg­u­la­to­ry relief to those who are unable to meet their oblig­a­tions under the Act or the Reg­u­la­tions due to the Coro­n­avirus, and short-term reg­u­la­to­ry changes to facil­i­tate con­tin­u­a­tion of busi­ness or mit­i­gate the eco­nom­ic impact of Coro­n­avirus.

The rel­e­vant Min­is­ter, The Trea­sur­er, the Hon Josh Fry­den­berg MP on 5 May announced details of changes imple­ment­ed in the Cor­po­ra­tions Act and Reg­u­la­tions to make it eas­i­er for busi­ness to oper­ate and meet statu­to­ry require­ments dur­ing COVID-19.

The changes will allow com­pa­nies to con­vene annu­al gen­er­al meet­ings, and oth­er meet­ings pre­scribed under the Cor­po­ra­tions Act, entire­ly online rather than face-to-face and the changes will also give busi­ness­es cer­tain­ty that when com­pa­ny offi­cers sign a doc­u­ment elec­tron­i­cal­ly, the doc­u­ment has been valid­ly exe­cut­ed.

Under the changes, com­pa­ny boards will be able to:

  • pro­vide notice of annu­al gen­er­al meet­ings to share­hold­ers using email;
  • achieve a quo­rum with share­hold­ers attend­ing online; and
  • hold annu­al gen­er­al meet­ings online.

Meet­ings must con­tin­ue to pro­vide share­hold­ers with a rea­son­able oppor­tu­ni­ty to par­tic­i­pate. As a result, share­hold­ers will be able to put ques­tions to board mem­bers online and vote online.

Fur­ther changes will also allow com­pa­ny offi­cers to sign a doc­u­ment elec­tron­i­cal­ly. Pre­vi­ous­ly, in a num­ber of cas­es, sig­na­to­ries were required to sign the same phys­i­cal doc­u­ment. This will ensure that doc­u­ments are able to be prop­er­ly exe­cut­ed at a time when ordi­nary busi­ness oper­a­tions have been dis­rupt­ed.

These changes will be in effect for six months from 6 May 2020.

The team at Dono­van Oates Han­naford have years of expe­ri­ence in Cor­po­rate Law.

We offer a refresh­ing approach to legal advice that is eas­i­ly under­stood and is pro­vid­ed in a time­ly man­ner. Should you require any fur­ther infor­ma­tion, please con­tact us on (02) 6583 0400 or info@dohlaw.com.au.

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