The Corporations (Coronavirus Economic Response) Determination (No. 1) 2020

In response to the Coronavirus, the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 (the Determination) came into effect on 6 May 2020.

The Determination, which will apply until 6 November 2020, contains provisions that allow companies to meet their obligations under the Corporations Act (the Act), the Corporations Regulations 2001 (Cth), the Insolvency Practice Rules (Corporations) 2016 (Cth) and the Corporations (Passport) Rules 2018 (Cth), by modifying the operation of the Act with respect to company meetings and the execution of documents by companies.

Meetings under the Determination

With respect to meetings, the new provisions allow the use of technology in:

• giving participants entitled to attend, the opportunity to participate without being physically present in the same place;
• allowing participants to be taken to be present;
• allowing all votes to be taken on a poll instead of a show of hands, and, where practicable, by recording a vote in advance of the meeting;
• allowing participants, the opportunity to speak for example, ask of questions during the meeting;
• allowing for the appointment of a proxy;
• the specification that notice of a meeting must include information on how participants during a meeting; and
• the giving and receiving of notice of a meeting.

Execution of company documents under the Determination

The new provisions modify the operation of section 127(1) of the Act by allowing:

• a company to execute a document without the use of a common seal;
• for methods of signing a copy, counterpart or electronic documents;
• execution that satisfies the requirements of the Electronic Transactions Act 1999; and
• allowing the operation of section 129(5) of the Act such that assumptions of due execution may be made when such methods are used.

The Explanatory Statement relating to the Determination gives some examples of the means by which company officers might ‘sign’ a document electronically:

• inserting a copy of a signature into a document;
• signing a PDF on a tablet, smart phone or laptop using a stylus or finger;
• cloud-based signature platforms like DocuSign.

https://www.legislation.gov.au/Details/F2020L00553 

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