FAQs: Virtual meetings for companies and registered schemes
From 1 April 2022, permanent amendments to the Corporations Act apply to permit hybrid meetings, and, if expressly required or permitted under the entity’s constitution, virtual-only meetings.
Note: On 4 February 2025, the Australian Government released its response to the Final Report from the Statutory Review of the Meetings and Documents Amendments. See Treasury’s webpage for more information.
Introduction
Good corporate governance is essential to the effective operation and performance of companies and registered schemes (together, entities). The formal meetings that entities have with their members, such as the annual general meeting (AGM), are the primary means for members to hear from the directors, exercise their member rights, and hold boards and executives to account.
The Corporations Act requires that entities give members, as a whole, a reasonable opportunity to participate in the meeting. In addition, members attending via virtual meeting technology, as a whole, must be given an opportunity to ask questions and make comments both orally and in writing. ASIC expects entities using virtual meeting technology to provide members with an equivalent opportunity for engagement and participation as occurs with in-person meetings.
The amendments to the Corporations Act on meetings do not mandate a particular meeting format. However, when deciding on a meeting format for a particular meeting, directors should consider whether the meeting format is suitable in the entity’s circumstances, taking into account the needs of members. The suitability may depend on a variety of factors specific to the entity and its membership.
ASIC administers the Corporations Act requirements for member meetings, including meetings using virtual technology. ASIC has a range of regulatory tools available to respond to non-compliance with the member meeting requirements, including through guidance, surveillance and formal investigations: see Information Sheet 151 ASIC’s approach to enforcement (INFO 151).
Set out below are answers to some frequently asked questions on hybrid and virtual-only meetings. You may also look to relevant industry guidance for further practical assistance.
In this FAQ, we refer to two types of virtual meeting held by companies and registered schemes: hybrid meetings and virtual-only meetings.
Both use virtual technology to facilitate the meeting. A virtual-only meeting is held entirely using virtual meeting technology – so this is the only way to participate in the meeting. At a hybrid meeting there is also one or more physical places at which the meeting is held – so members can choose to attend in person or participate remotely via virtual technology.
In some cases, virtual meeting technology may also be used to link two meeting venues together.
Yes. The Corporations Act allows hybrid meetings to be held for all companies and registered schemes – see section 249R(b) and section 252P(b). Entities can hold hybrid meetings even if their constitutions do not contain provisions specifically facilitating them. Under the Corporations Act, a member who attends the meeting virtually is taken for all purposes to be present at the meeting – see section 249RA(3) and section 252PA(3).
Yes. The Corporations Act allows companies and registered schemes to hold virtual-only meetings if this is expressly required or permitted by the entity’s constitution. For registered schemes, the provisions of the scheme’s constitution that require or permit virtual-only meetings must have been included in the constitution either at the time the scheme was established or by special resolution of scheme members – see section 249R(c) and section 252P(c).
Yes, when a constitution is amended:
a public company must lodge with ASIC a copy of a special resolution for the modification, along with a copy of the modification, within 14 days after it is passed. These resolutions are lodged with ASIC under Form 205J Notification of resolution – alteration to constitution;
a registered scheme must lodge with ASIC a copy of the modified or replacement constitution along with Form 5101 Notification of change to managed investment scheme's constitution. The modified or replacement constitution of the registered scheme cannot take effect until a copy has been lodged; and
a CCIV must lodge with ASIC a copy of the modified or replacement constitution within 14 days after the modification or replacement. The modified or replacement constitution of the CCIV takes effect when a copy of it is lodged with ASIC or, if applicable, on a later date that the corporate director of the CCIV had specified when the modified or replacement constitution would take effect.
No. Hybrid meetings are permitted under the Corporations Act – see section 249R and section 252P. You will need to comply with the requirements in the legislation if you wish to hold a hybrid meeting – see question 12.
If your entity’s constitution expressly requires or permits virtual-only meetings, there is no need to apply to ASIC to hold a virtual-only meeting.
You should seek legal advice if you are unsure of these requirements. The Explanatory Memorandum (PDF 520 KB) related to the Corporations Amendment (Meetings and Documents) Act 2022 may also help entities to interpret these requirements.
No. Under sections 249R(c) and 252P(c) the entity is only able to hold a meeting of its members solely using virtual meeting technology if this is expressly required or permitted by the entity’s constitution. This means it will need to be clear that the relevant provisions in the constitution are specifically allowing or requiring virtual-only meetings.
If you are unsure you should seek legal advice on whether the terms of your constitution meet the requirements of section 249R(c) and section 252P(c).
No. Our understanding is that webcasts do not provide an opportunity for members, as a whole, to participate in the meeting by exercising any rights to ask questions and make comments using the technology. Therefore, a webcast that only facilitates ‘viewing’ the AGM would not be classed as ‘virtual meeting technology’ in s9 of the Corporations Act, and will not, as the sole piece of technology, facilitate a hybrid meeting.
Yes, in limited circumstances. The Corporations Act provides ASIC with powers to temporarily allow an entity to hold a virtual-only meeting, even if the entity’s constitution does not expressly require or permit virtual-only meetings. This power will only be exercised if ASIC considers that it may be unreasonable to expect the entity or a class of entities to hold meetings wholly or partially at one or more physical venues because of a situation that is beyond the entity’s control – see section 253TA.
This power was previously exercised in exceptional circumstances when ASIC granted temporary relief under ASIC Corporations (Virtual-only Meetings) 2022/129. This relief ended on 30 June 2022 – see 22-035MR for further information.
As noted above, the Australian Government has released its response to the Final Report from the Statutory Review of the Meetings and Documents Amendments. The response indicates that the Australian Government will introduce modifications to the virtual meetings amendments to allow unlisted entities to hold virtual-only meetings without requiring the constitutional clause. We will take this into account when assessing individual applications for relief from unlisted entities who are requesting to hold a virtual-only meeting without the constitutional clause.
Yes, dispatch via electronic communications is permitted.
For dispatch of documents relating to a meeting of members, the Corporations Act facilitates companies and responsible entities:
sending a hard copy, or
sending the document in electronic form via an electronic communication (e.g. an attachment to an email), or
sending the recipient sufficient information in physical form to allow the recipient to access the document electronically (e.g. by posting a card with a link to a website where the document can be downloaded), or
sending the recipient sufficient information in electronic form (via an electronic communication such as email) to allow the recipient to access the document electronically (e.g. by sending an email which includes a link to a website).
Electronic versions of documents can only be sent or made available if, at the time of dispatch, it is reasonable to expect the document would be readily accessible so as to be useable for subsequent reference – see section 110D.
While electronic dispatch is permitted overall, members may make (and change) a standing election for documents to be sent to them in either physical or electronic form (and for some documents, such as annual reports, not to be sent at all). Reasonable steps must be taken to send documents in a manner that accords with each member’s election.
Additionally, members can make ‘ad hoc’ requests to receive a physical or electronic copy of a particular document within a reasonable time either before any dispatch deadline for the meeting materials or after they have been sent (e.g. a recipient may request a hard copy of a meeting document shortly after receiving an electronic copy) – see sections 110C–110J.
A company or responsible entity of a registered scheme must also notify members of their rights to make an election at least once each financial year or make a notice readily available on its website – see section 110K.
You should seek legal advice if you are unsure of these requirements.
Yes, in limited circumstances. The Corporations Act provides ASIC with powers to temporarily relieve an entity from providing documents in physical form. This power will only be exercised if ASIC considers that it may be unreasonable to expect the entity or a class of entities to give the documents in physical form because of a situation that is beyond the entity’s control, and can instead be provided through electronic means.
The Corporations Act also provides ASIC with powers to temporarily allow an entity to provide documents in physical form instead of electronic form, if ASIC considers that it may be unreasonable to expect the entity or a class of entities to give the documents in electronic form because of a situation that is beyond the entity’s control – see section 1345.
In limited circumstances, the Corporations Act allows ASIC to temporarily extend the timeframe for entities to provide documents that are required to be provided within a particular time for a specific period. This power will only be exercised if ASIC considers that it may be unreasonable to expect the entity or a class of entities to give the documents within the original time, because of a situation that is beyond the entity’s control – see section 1345.
Yes. The Corporations Act specifies particular requirements that entities must comply with if they convene and hold meetings using virtual technology – see questions 13 and 14.
Broadly, for hybrid or virtual-only meetings, entities are required to ensure that they give members entitled to attend the meeting, as a whole, a reasonable opportunity to participate in the meeting. This includes, among other things, holding the meeting at a reasonable time and ensuring any virtual technology, if used, is reasonable. Additionally, entities must allow members who attend the meeting using virtual technology, as a whole, to exercise any rights to ask questions and make comments both orally and in writing – see section 249S and section 252Q and questions 13 and 14 below.
You should seek legal advice if you are unsure of these requirements. Paragraphs 1.81–1.97 in the Explanatory Memorandum (PDF 520 KB) may also help entities to interpret these requirements.
Yes. Where virtual meeting technology is used, members at the meeting, as a whole, must be able to exercise any rights they have to ask questions or make comments orally or in writing.
This means where members generally have a right to ask questions or make comments, the option to put these both orally or in writing at the meeting must be available – see section 249S(7)(b) and section 252Q(7)(b). This would include rights such as those members have at a company’s AGM to ask questions and make comments on the management of the company or (if applicable) the remuneration report or to ask questions of the company’s auditor – see section 250S, section 250SA and section 250T.
Members, as a whole, at a hybrid or virtual-only meeting must be given a reasonable opportunity to participate and, in this context, it is a requirement that the virtual meeting technology that is used to hold a hybrid or virtual-only meeting is reasonable. The technology, or mix of technologies, used to facilitate virtual attendance would need to be sufficient to allow members to vote – see paragraph 1.92 of the Explanatory Memorandum (PDF 520 KB).
No. The Corporations Act does not specify the use of any particular virtual meeting technology. It requires that whatever technology is used is reasonable and ensures members as a whole have a reasonable opportunity to participate – see questions 12–14.
For example, the technology used must facilitate the right of members, as a whole, to ask questions and make comments orally and in writing. However, the Corporations Act does not prescribe any particular method for doing so via technology. Depending on the scale of the company, this may be possible without using any particular software platform or other form of technology specifically directed at virtual meetings. A combination of technologies may also be used (e.g. providing members with a choice of dialling in by phone or using a chat function to ask questions or make comments at the meeting).
No. We do not view the Corporations Act as always requiring a phone line, in addition to an online live voice option and an online writing option, as long as the virtual meeting technology allows members to exercise any rights orally and in writing, and the virtual meeting technology meets the broader requirements of meetings.
If you hold a virtual-only meeting, the meeting is deemed to be held at the time and place of the registered office of the company or responsible entity for the registered scheme – see section 249RA and section 252PA. The meeting will be considered to be held at a reasonable time if it would be reasonable to hold the meeting at the time at the physical venue – see section 249S(3) and section 252Q(3).
If you hold a hybrid meeting, the meeting is deemed to be held at the time and place of the main physical venue – see section 249RA and section 252PA. The meeting will be considered to be held at a reasonable time if it would be reasonable to hold the meeting at the time of the main physical venue as set out in the notice – see section 249S(3) and section 252Q(3).
When using technology, especially for the first time, it can be unpredictable, and, as such, can present new risks to the proper functioning of meetings. Planning ahead and having contingency plans in place can mitigate these risks and improve member experience. For example, when planning ahead an entity may consider:
whether the technology can handle anticipated usage;
holding a rehearsal to iron-out potential complications or technical issues; and
how you might communicate in real-time to members participating virtually to provide instructions.
Yes, for listed companies and listed registered schemes.
A resolution put to the vote at a meeting of members must be decided on a poll (and not a show of hands) if a vote on the resolution is set out in a notice of a meeting or in the case of a listed company a poll is demanded – see section 250JA and section 253J(1A).
Members of a company or registered scheme with at least 5% of the votes that may be cast at a meeting of members may request the company to appoint an independent person to observe and prepare a report on the conduct of the poll – see section 253UB and section 253UD.
Yes. Members of a company or registered scheme with at least 5% of the votes that may be cast at a meeting of members may request the company or responsible entity of the registered scheme to appoint an independent person to scrutinise and prepare a report on the outcome of the poll. The request must be in writing, identify the poll to which it relates and be made no later than five business days after the day the meeting was held – see section 253UC and section 253UE.
Additionally, the Australian Government has released its response to the Final Report from the Statutory Review of the Meetings and Documents Amendments. The response indicates that the Australian Government will introduce modifications to the virtual meetings amendments to allow unlisted entities to hold virtual-only meetings without requiring the constitutional clause. See Treasury’s webpage for more information.
