Virtual and hybrid shareholder meetings and electronic shareholder communications – permanent reforms now enacted

Background on temporary measures

The temporary measures put in place during the COVID-19 pandemic to support companies in the use of technology to satisfy the Corporations Act 2001 (Cth) (Corporations Act) requirements in relation to meetings, were extended in the Treasury Laws Amendment (2021 Measures No 1 Act 2021 (Cth) (Treasury Laws Amendment Act) which came into force on 14 August 2021.

This legislation, amongst other things, temporarily amended the Corporations Act to enable virtual meeting technology to be used to hold meetings until 31 March 2022 by allowing:

  • the use of either fully virtual meetings, including AGMs, or hybrid meetings (being a combination of a physical and virtual meeting) by directors, companies and schemes
  • the electronic distribution to shareholders of notices of meetings and other meeting related materials

The ability to hold virtual or hybrid meetings as extended by these temporary measures applied regardless of whether the Constitution of the company or scheme expressly contemplated this.

The Treasury Laws Amendment Act also provided for electronic and split execution of documents (not the subject of this news item).

Permanent reforms

A number of the temporary legislative measures in relation to meeting requirements and other matters have now been made permanent in the Corporations Amendment (Meetings and Documents) Act 2022 (Corporations Amendment Act). This was assented to on 22 February 2022 and comes into effect with respect to virtual meetings and sending documents from 1 April 2022.

This legislation permanently amends the Corporations Act to allow the holding of virtual and hybrid meetings by directors, companies and schemes, the electronic distribution of meeting materials and the electronic and split execution of documents, as implemented temporarily under the Treasury Laws Amendment Act.

However, an important difference from the temporary measures is that a company or scheme will only be able to hold a fully virtual meeting if permitted or required under its constitution to do so. Specifically, section 249R of the Corporations Act has been amended to provide that a company may hold a meeting of its members:

  1. at one or more physical venues;
  2. at one or more physical venues and using virtual meeting technology; or
  3. using virtual meeting technology only, if this is required or permitted by the company’s constitution expressly.

If your Constitution does not currently expressly permit virtual meetings, you should consider amending this by special resolution for increased flexibility in holding meetings

Additional ASIC relief

For the mini AGM season for companies and schemes with 31 December year ends, ASIC has granted relief to allow additional time for holding virtual only meetings, even if not permitted by the entity’s constitution expressly. The relief uses the powers given to ASIC in the Treasury Laws Amendment Act and provides an extension of an additional 2 months (to 31 May 2022) for listed entities and 3 months (to 30 June 2022) for unlisted entities. The purpose of the relief is to provide additional flexibility to address the uncertainty and risks relating to the ongoing COVID-19 situation in holding meetings wholly or partially in one or more physical venues.

For further information on the provisions that apply to this temporary relief, see:
legislation.gov.au/Details/F2022L00242



The above news items are provided as general information in summary form of legislation and are not intended as legal advice.

Please contact us at McGuinnLegal if you would like further information or need specific advice in relation to any of these matters.