ASIC has issued a temporary ‘no-action’ position in relation to the convening and holding of virtual meetings after 21 March 2021.

ASIC’s position relates to virtual meetings facilitated by the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 (Cth) which expired on 21 March 2021.

The position relating to the convening and holding of meetings using virtual technology applies to meetings held between 21 March 2021 and the earlier of 31 October 2021 and the date that any measures are passed by the Parliament relating to the use of virtual technology in meetings of companies or managed investment schemes.

The position does not relieve a company of its obligations under the Corporations Act or the requirements of its Constitution governing meetings.

Even if ASIC will not act on any contravention you need to consider:

• the potential invalidity of resolutions passed at meetings convened and held in contravention of the Corporations Act;
• potential claims by members; and
• potential breaches of agreements with third parties (e.g. where the agreement contains a warranty that a document has been entered into or resolution passed in accordance with applicable laws or the company’s governing documents).

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