Corporations Amendment (Meetings and Documents) Bill 2021
This submission is made by the Business Law Section of the Law Council of Australia (BLS) in relation to the Inquiry of the Senate Economics Legislation Committee into the Bill.
In general terms, the BLS supports and welcomes the proposed permanent measures in the Bill in relation to electronic execution, electronic notices and on-line meetings.
Specifically, the BLS supports the following amendments to the Corporations Act 2001 (Cth) (Corporations Act):
- the facilitation of electronic execution of documents and the expansion of section 126 of the Corporations Act;
- clarification measures including in relation to the archaic “paper, parchment or vellum” rule for deeds and other execution formalities to better facilitate electronic execution;
- the facilitation of sending documents to members by electronic means, including the proposed rationalisation of meetings and annual report-related provisions;
- the facilitation of hybrid meetings (that is, partly physical and partly virtual);
- the facilitation of virtual only meetings where they are required or permitted by the company’s constitution;
- ensuring that members have the right to ask questions and make statements at the virtual component of meetings orally as well as in writing;
- conferring a new right on shareholders with at least 5% to require external oversight of, or a report on, a poll;
- extension of document execution reforms to sole director companies, where there is no company secretary appointed; and
- the mandating of a review of the legislation after a two-year period.
You can read the full submission below.