Electronic execution by companies – COVID-19 relief resurrected

Execution under section 127 of the Corporations Act 2001 (Cth)

Documents (including deeds) can be executed electronically. 

Signatories can sign separate counterpart copies of an identical document. 

A method should be used to:

- identify and authenticate the person; and

- indicate the person’s intention to sign the document as is appropriate in the circumstances.  

Examples of where a person does this is if:

- they use a stylus tool to sign and then return the signed document from their email account; or

- they use a formal eSignature platform such as DocuSign.

Director and member meetings

Meetings can be held electronically provided that the persons entitled to attend the meeting have a reasonable opportunity to participate.

The Notice of Meeting must include sufficient information to allow all attendees to participate and the quorum includes all persons participating virtually.

The company may give a participant the opportunity to vote in advance of the meeting.

The Notice of Meeting should detail how a participant can login, listen, ask questions and vote at a virtual meeting.

The meeting will not be invalidated merely because a participant experiences technical difficulties.  However, the vast majority of participants must be able to participate.

Documents for director and member meetings

Documents may be circulated electronically.

A document will be considered sent electronically if a link to the document is sent.

Documents relating to a meeting of members cannot be provided to a person electronically if:

- the member has opted-in to receiving hard copies; or

- the company failed to notify the person of their right to opt-in.

Director and member minutes of meeting

Companies may keep an electronic minute book.

An electronic minute book must be:

- a reliable means of maintaining the integrity of the minutes; and

- readily accessible to those who would be entitled to that information.