Virtual e-signing and AGMs granted a second chance

In May this year, the Federal Government passed the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 (Cth) (Determination No. 1). We recently reported on this Determination No. 1 and its effect. Please refer to our previous article.

The Determination No. 1 was to be in force for 6 months from 6 May 2020 (being 6 November 2020). However, given that social distancing measures and other COVID-19 restrictions are not guaranteed to ease anytime soon, the Federal Government has considered that the timeframe for the Determination No. 1 should be extended.

As a result, the Corporations (Coronavirus Economic Response) Determination (No 3) 2020 (Cth) (Determination No. 2) commenced on 23 September 2020. This replaces the Determination No. 1 and will be in force for 6 months from 23 September 2020.

The Determination No. 2 extends the effect of Determination No. 1 (as outlined in our previous article) until 23 March 2021. In particular, this means that:

• Companies will continue to be able to hold their Annual General Meetings (AGMs) and other meetings using one or more technologies, rather than having to undertake these meetings face-to face. This means that companies can now plan their AGMs and other meetings beyond November 2020 knowing that these will not be cancelled due to COVID-19 social distancing and border restrictions.
• Officers of a company will continue to be able to execute a document (including a document in electronic form) without a common seal if they each sign a counterpart of the document that is in physical form or if they sign the document electronically. This continues to extend the manner of signing documents under section 127 of the Corporations Act and gives certainty that a document has been validly executed when company officers sign a document electronically.

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