On 10 August 2021 both Houses of Parliament passed the Treasury Laws Amendment (2021 Measures No 1) Bill 2021, enabling companies to sign and execute documents, hold meetings, provide notices relating to meetings and keep minutes using electronic means or other alternative technologies, until the end of March 2022.
The Act will formally take effect once it receives Royal assent.
Readers would be aware that there has been debate surrounding whether or not companies can sign documentation electronically, given that the Electronic Transactions Acts in each state do not formally apply to the Corporations Act. This legislation resolves that issue in the short term, however the intention of the Parliament seems to be to make such changes permanent in due course.
When the Bill was first introduced in February 2021 it was intended to be applicable up to September 2021, but subsequent amendments have given the legislation effect until the end of March 2022.
As set out in the explanatory memorandum, the Bill:
- makes temporary amendments to the rules relating to meetings of directors, shareholders of companies and members of registered schemes to facilitate the use of electronic technology. The new rules allow meetings to be held virtually, provided that the members as a whole have a reasonable opportunity to participate. They also allow documents relating to the meetings to be provided and signed electronically and minutes to be kept electronically.
- Amendments are also made to allow the electronic execution of company documents. Documents executed without a company seal may be signed electronically and the signatories do not need to sign the same copy.
Signing deeds and documents personally via electronic means has already been dealt with in other legislation. These change bring electronic signing by companies in line with those existing rights.