The Treasury Laws Amendment (2021 Measures No.1) Bill 2021 has been introduced into the House of Representatives. It amends the Corporations Act 2001 to extend until 16 September 2021 the COVID-19 temporary changes made to allow for virtual Annual General Meetings and to permit the electronic signing and sending of documents. It also changes public company continuous disclosure provisions. Background.

The Bill has been referred to the Senate Economics Legislation Committee for reporting by 12 March 2021.

The Opposition has indicated it will not support the Bill if the continuous disclosure changes are included.

The Treasurer has announced that following 15 September 2021, member meetings will need to be conducted consistent with pre-COVID-19 laws which require an-in person meeting to be held.

At this time virtual AGMs will not be made permanent.

The Government will however conduct a 12 month opt-in pilot for companies to hold hybrid annual general meetings to enable a proper assessment of the shareholder benefits of virtual meetings.

The Government will finalise permanent changes to allow electronically signing and sending documents prior to the expiry of the temporary arrangements on 15 September.

Virtual Annual General Meetings
The new rules allow meetings to be held virtually until 16 September 2021, provided that the members as a whole have a reasonable opportunity to participate. They also allow documents relating to the meetings to be provided and signed electronically and minutes to be kept electronically.

Electronic execution of company documents
Documents executed without a company seal may be signed electronically and the signatories do not need to sign the same copy. Documents executed with a seal may also be executed electronically and the witness may use alternative technology to observe the fixing of the seal. These amendments remain in force until 16 September 2021.

Continuous disclosure
The Bill provides that all civil penalty proceedings commenced under the continuous disclosure and misleading and deceptive conduct provisions must prove that an entity or officer acted with ‘knowledge, recklessness or negligence’ in respect of an alleged contravention.

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