Electronic signing is here to stay – The Corporations Act and companies

electronic signing for companies

In Queensland, New South Wales and federally, legislation has been passed providing for remote company meetings, electronic signing and the witnessing of certain documents over audio-visual link (AVL) in the wake of the COVID-19 pandemic.

These legislative provisions will now permanently aid in the efficiency and accessibility of creating and signing various legal documents.

We will cover these changes in three parts including:

Part 1 – Queensland

Part 2 – New South Wales

Part 3 – The Corporations Act and companies

In this bulletin we cover Part 3 – The Corporations and companies

The operations of Australian companies are governed at a Federal level primarily by the Corporations Act.

During the pandemic the Federal Government enacted temporary changes to allow companies to hold hybrid (in person and via electronic link) meetings and to use technology to execute company and company meeting related documentation.

The recently passed Corporations Amendment (Meetings and Documents) Act 2022 (‘the Act’) has now made those changes permanent.

Key elements of these changes, which may provide considerable convenience for companies operating across borders or across the considerable distances in outback Australia, include:

  • Certain company and meeting related documents, including deeds, may be signed by electronic means so long as the method of signing identifies the person and indicates their intentions;
  • There is no requirement for all signatories to sign documents, including deeds, in the same form or on the same page of a document or that they sign by the same method, documents may be executed in counterparts via any appropriate technology;
  • A company may provide meeting documents including notices of meetings and notices of a resolution electronically;
  • A company can hold meetings either physically (in person), partially physically and partially virtually or wholly virtually providing the governing constitution allows for virtual meetings. Whichever method is used it is still required that meetings give the members a reasonable opportunity to participate;
  • The Act does not require a particular technology solution; and
  • The Act does not prevent companies from signing documents in the traditional physical manner and also permits documents to be provided in physical form.

The Act also provides for a review of the provisions of the Act to be conducted within two years from its implementation.  If this review fails to occur, the virtual meeting amendments will cease to have an effect.

How we use technology at Fox and Thomas

Fox and Thomas act for clients all over Australia and internationally, particularly throughout regional and rural Queensland and New South Wales. We are acutely aware of the difficulty many clients face in signing legal documents when they live remotely.

We regularly meet with client by videoconference and employ various apps and programs to assist our clients to sign documents validly and with the use of technology wherever possible.

To discuss your options in signing documents by AVL or meet with us by videoconference, please contact a member of our team.