Changes to meetings and signing documents under the Corporations Act
16 August 2022
Not-for-profit organisations governed by the Corporations Act 2001 (Cth) (such as companies limited by guarantee) need to take note of recent changes that impact the provision of notice to members, signing of documents and how meetings are held.
Special provisions in the Corporations Act 2001 (Cth) for companies registered with the Australian Charities and Not-for-Profit Commission (ACNC) mean that some of these changes don’t apply to organisations registered with the ACNC.
What changes have been made?
The Corporations Amendment (Meetings and Documents) Act 2022 has amended the Corporations Act 2001 (Cth) so that:
- Certain documents (including agreements, deeds and resolutions) can be signed in a ‘technology neutral manner’ – that is, signed electronically, or a combination of physically and electronically. This is a change that does apply to organisations registered with the ACNC.
- Members have the right to receive certain documents, such as notices of meetings, or resolutions without a meeting physically or electronically.
- Meetings of the organisation can be held at a physical venue and using virtual meeting technology (even if there is nothing in the constitution expressly permitting this) or using virtual meeting technology only (but only if this is required or permitted by the organisation’s constitution expressly).
How will this impact my organisation?
If your organisation is governed by the Corporations Act 2001 (Cth), you will need to keep in mind that:
- When signing documents in a ‘technology neutral manner,’ organisations (including those registered with the ACNC) must follow a process or use a method that ensures the integrity of the electronic signatures (for example, being able to identify the person signing and their intention in respect of the information in the document).
- You may need to give your member’s notice of their right to elect to be sent documents electronically or physically – this could either be by a notice on your organisation’s website or by sending a notice to members at least once a financial year (for example, on your Annual General Meeting notice).
- When holding a meeting using virtual meeting technology, the technology must be reasonable and allow your members to exercise any rights of those members to ask questions or make comments (verbally and in writing).
Where can I find out more?
We will have more information in our upcoming update to the Guide to running a Company Limited by Guarantee. If you have any questions in the meantime, apply for free legal advice and we’ll determine if your organisation is eligible for help from our lawyers.
*Text updated 23 August 2022: from Corporations Act 2009 to Corporations Act 2001