The new execution regime for companies and directors

In welcome news for companies and directors, new legislation will come into effect from 1 April 2022 to permanently implement, and extend upon, the temporary relief provided as part of the COVID-19 measures.

The Corporations Amendment (Meetings and Documents) Bill 2021, which received assent on 10 February, will come into effect on the expiry of the current measures. This builds on the existing temporary relief by providing permanent measures which allows companies, registered schemes and directors to utilise technology and operate with greater ease.

The amendments to the Corporations Act under this legislation will, among other measures, allow companies, registered schemes and directors:

• to execute documents, including deeds, electronically, with directors able to execute separate counterparts
• to appoint an individual to act as an agent with the company’s express or implied authority on behalf of the company to sign documents including deeds, without needing the appointment to be by deed
• the ability for members to elect to obtain documents relating to meetings, including notices of meetings, electronically
• to hold director or member meetings virtually, such as through zoom or Microsoft teams, or as a hybrid meeting, regardless of the requirements under their constitution.

As businesses continue to learn to operate in our changing landscape as a result of the COVID-19 pandemic, the ability to permanently utilise the current measures, which facilitate flexibility and allow them to operate with greater ease, is a positive step forward.

The contents of this article are general in nature. For advice specific to your circumstances, please contact your legal practitioner.

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