Get with the times – Virtual AGMs are in this season — Brown Wright Stein Lawyers | Sydney Lawyers - Tax Specialist Lawyers, Corporate & Commercial Lawyers..

The ability to hold virtual company meetings including annual general meetings (AGMs) has been temporarily revived in time for the AGM season.

Temporary changes to the Corporations Act 2001 (Cth), which have been in effect since 13 August 2021, allow companies to hold wholly or partially virtual meetings using technology. These new provisions apply to both shareholder meetings and board meetings.

The amendments give greater flexibility to companies when choosing their meeting format. For example, under the changes, a company may choose to hold its meetings in any one or more the following ways:

physically, at one location;
virtually, using virtual meeting technology; or
at several locations, using virtual meeting technology to connect those locations.

The temporary changes to the Corporations Act 2001 (Cth) make it clear that that despite what a company's constitution says, any company may hold wholly or partially virtual meetings provided that those entitled to attend the meeting, as a whole, have a reasonable opportunity to participate without physically being present at the meeting. It is also required that participants are given the opportunity to speak and ask questions both orally and in writing.

The temporary changes also enable companies to distribute meeting-related materials to its directors and shareholders electronically, including notices and minutes of meetings. A notice of meeting must include sufficient information to allow the persons entitled to attend the meeting to participate using the virtual meeting technology.

The new rules also apply to meetings of members of registered schemes.

The temporary relief applies until 31 March 2022 - however, Parliament has promised to enact permanent measures allowing virtual company meetings before the temporary measures lapse.

While amendments to company constitutions are not strictly necessary, companies should consider whether their constitution and governance policies need to be updated to reflect modern corporate governance practices including the holding of virtual meetings.

If you require any advice or assistance please contact our Commercial Team.

The material in this article was correct at the time of publication and has been prepared for information purposes only. It should not be taken to be specific advice or be used in decision-making. All readers are advised to undertake their own research or to seek professional advice to keep abreast of any reforms and developments in the law. Brown Wright Stein Lawyers excludes all liability relating to relying on the information and ideas contained in this article.