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Virtual AGM’s & Electronic execution and witnessing of documents during Covid 19

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The government has passed the Justice Legislation (Covid-19 Emergency Response – Documents and Oaths) Regulation 2020 which allows documents to be temporarily witnessed by a Special Witness (being an Australian Legal Practitioner) to witness documents such as Affidavits, Declarations and Deeds etc by Audio Visual link. The Regulation is set to end on 31 December 2020. If the documents are not witnessed in accordance with the Regulation, then the documents (such as a Deed) may not be validly made.

Further the Corporations (Coronavirus Economic Response) Determination (No 1) 2020 allows for companies to minimise the impact of the Covid 19 pandemic to the operations of their business by allowing them to hold virtual meetings (including AGM’s) and in certain circumstances electronically sign documents up for 6 months. The changes under the determination cease to operate on 6 November 2020.
Section 5 of the determination allow companies that are required to hold meetings (including AGM’s) remotely as online meetings. The changes mean that:

  • there is no requirement for physical attendance and achieving a quorum;
  • notices may be sent to those entitled to attend using email addresses for recipients have provided an email address;
  • those attending the meeting may speak using technology;
  • a proxy of an attendee may be appointed using technology; and
  • that votes must be taken by a poll (not a show of hands) and each person is provided with the opportunity to vote in real time, and if required, ahead of the meeting.

The holding of company meetings must be in accordance with the requirements of the determination including explaining to participants how to download the relevant content for the meeting and how to participate electronically.

With the changes by the Regulation and the determination it is now easier for individuals and companies to document loans, hold their AGM’s and enter into contract arrangements. Contact McCarthy Durie Lawyers to prepare your contract documents to ensure that they are executed in accordance with the legislation during the Covid 19 pandamic.

 

Kylie Newman 
Senior Associate & Team Leader | Commercial and Property Law
PHONE +61 7 3370 5100

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