FAQs – Virtual meetings for companies and registered schemes held on or before 31 March 2022

From 1 April 2022, permanent amendments to the Corporations Act apply to permit hybrid meetings, and, if required or permitted under the entity’s constitution, virtual-only meetings.

Additionally, ASIC has provided temporary relief to hold virtual-only meetings, even if the entity’s constitution does not expressly require or permit virtual-only meetings, subject to conditions.

These FAQs address the requirements applicable to meetings held on or before 31 March 2022. For virtual meetings held on or after 1 April 2022, see FAQs – Virtual meetings for companies and registered schemes held between 1 April 2022 and 30 June 2022.

1. Can I hold a virtual-only or hybrid meeting?

Yes – either. Temporary amendments to the Corporations Act are in place that permit the use of virtual technology to hold AGMs and members meetings in certain circumstances. ‘Virtual meetings’ include virtual-only meetings, which only use virtual meeting technology, or hybrid meetings, where members have a choice to either physically attend or use virtual meeting technology to participate. The temporary amendments to the Corporations Act came into effect on 14 August 2021 under the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 and remain in place until 31 March 2022. Using virtual meeting technology is permitted while the temporary amendments are in place, provided certain requirements are complied with.

You will need to comply with the requirements in the Corporations Act if you wish to hold a meeting using virtual meeting technology (whether virtual-only or hybrid) – see question 5.

You should seek legal advice if you are unsure of these requirements. The Explanatory Memorandum may also help entities to interpret these requirements.  

2. What is a virtual-only meeting and how does it differ from a hybrid meeting?

Virtual meetings include virtual-only meetings and hybrid meetings. In this FAQ, we refer to virtual-only meetings and hybrid meetings. Both virtual-only and hybrid meetings 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. A hybrid meeting means that there is also a physical place 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.

All meetings that use virtual technology (including virtual-only and hybrid meetings) are impacted by the temporary amendments.

3. What happens after the temporary amendments end?

After the expiry of the temporary amendments on 31 March 2022, permanent amendments under the Corporations Amendment (Meetings and Documents) Act 2022 will come into effect. These amendments:

  • permit hybrid meetings, and
  • allow virtual-only meetings only if this is expressly required or permitted under the entity’s constitution.

However, ASIC has provided relief for an additional period to enable virtual-only meetings to be held, even where this is not expressly required or permitted under the entity’s constitution, due to the ongoing uncertainty associated with the COVID-19 pandemic.

The extension of time to hold virtual-only meetings for the 2022 AGM season is as follows.

Company/entity type

What to do before holding virtual-only meeting

Deadline for holding virtual-only meeting

Listed company

Directors must first pass a resolution that holding an in-person or hybrid meeting would be unreasonable due to COVID-19

31 May 2022

All registered schemes

Directors of the responsible entity of the registered scheme must first pass a resolution that holding an in-person or hybrid meeting would be unreasonable due to COVID-19

31 May 2022

Unlisted public or proprietary companies

Directors must first pass a resolution that holding an in-person or hybrid meeting would be unreasonable due to COVID-19

30 June 2022

For further information, see ASIC Corporations (Virtual-only Meetings) Instrument 2022/129, the related Explanatory Statement, and the FAQs – Virtual meetings for companies and registered schemes held between 1 April 2022 to 30 June 2022. See also the Explanatory Memorandum of the Corporations Amendment (Meetings and Documents) Act 2022

You should seek legal advice if you are unsure of these requirements.

4. Can I send meeting materials by email or do I need to post meeting materials?

The Corporations Act permits a notice of meeting to be given by means of an electronic communication, which includes email. However, there are specific requirements in the Corporations Act about how the notice may be sent – see section 253RA. You cannot send a notice of meeting in this way to a member if the member’s election to receive documents in hard copy is in force. 

A member of a company may elect to receive documents in hard copy only – see section 253RB. A member of a registered scheme may also elect to receive documents in hard copy only – see section 253RC.

You should seek legal advice if you are unsure of these requirements. The Explanatory Memorandum related to Treasury Laws Amendment (2021 Measures No. 1) Act 2021 may also help entities to interpret these requirements.

5. Are there any conditions I need to comply with when holding a virtual-only or hybrid meeting?

Yes. The Corporations Act specifies the requirements that entities must comply with if they convene and hold meetings using virtual technology (whether virtual-only or hybrid) – see also question 6 and 7.

You should seek legal advice if you are unsure of these requirements. The Explanatory Memorandum related to Treasury Laws Amendment (2021 Measures No. 1) Act 2021 may also help entities to interpret these requirements.  

6. Do I need to let members make comments and ask questions in a particular way at a virtual-only or hybrid meeting?

Yes. The Corporations Act requires that if virtual meeting technology is used at a meeting (whether virtual-only or hybrid), the technology must give the persons entitled to attend the meeting, as a whole, a reasonable opportunity to participate without being physically present in the same place – see section 253Q.

This includes a reasonable opportunity to exercise a right to speak. A member must be given a reasonable opportunity to exercise a right to speak (including any right to ask questions) orally, rather than only in writing – see section 253Q(2).

7. Do I need to let members vote in a particular way at a virtual meeting?

Yes. The Corporations Act requires that if virtual meeting technology is used, the technology must give the persons entitled to attend the meeting, as a whole, a reasonable opportunity to participate without being physically present in the same place – see section 253Q.

This includes that members must have the opportunity to vote in real time. However, they may also be given the opportunity to record a vote in advance of the meeting if the member chooses – see section 253Q(4).

8. Do I need to use a particular technology or software platform to hold a virtual meeting?

No. The Corporations Act does not specify the use of any particular virtual meeting technology. However, the technology should give the persons entitled to attend the meeting, as a whole, a reasonable opportunity to participate without being physically present in the same place – see section 253Q.

It must also facilitate members’ right to speak orally and vote in real time – see question 6 and 7. However, the Corporations Act does not prescribe in what way these rights must be given. 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.

9. If I hold a virtual-only or hybrid meeting, where and at what time can I hold it?

A meeting of members must be held at a reasonable time and a reasonable location – see section 249R for companies and section 252P for registered schemes.

If you hold a meeting using virtual technology only (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 253QA(3) and paragraph 1.28 of the Explanatory Memorandum related to Treasury Laws Amendment (2021 Measures No. 1) Act 2021. 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 registered office – see section 249R(2) for companies and section 252P(2) for registered schemes.

If you hold a meeting at a physical venue that also uses virtual technology (a hybrid meeting), the meeting is deemed to be held at the time and place of the main physical venue – see section 253QA(2) and paragraph 1.29 of the Explanatory Memorandum related to Treasury Laws Amendment (2021 Measures No. 1) Act 2021. 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 – see section 249R(2) for companies and 252P(2) for registered schemes.

You should seek legal advice if you are unsure of these requirements. The Explanatory Memorandum related to Treasury Laws Amendment (2021 Measures No. 1) Act 2021 may also help entities to interpret these requirements.

10. Do I need to apply to ASIC to be able to hold a virtual meeting?

No. Virtual meetings are permitted by the Corporations Act until 31 March 2022. You will need to comply with the requirements in the Corporations Act if you wish to hold a virtual meeting.

You should seek legal advice if you are unsure of these requirements. The Explanatory Memorandum related to Treasury Laws Amendment (2021 Measures No. 1) Act 2021 may also help entities to interpret these requirements.

11. Do I need to apply to ASIC to be able to send notices of meeting electronically (e.g. by email)?

No. Sending notices of meeting electronically is permitted by the Corporations Act until 31 March 2022. You will need to comply with the requirements in the legislation if you wish to send notices of meeting in this way – see question 4.

You should seek legal advice if you are unsure of these requirements. The Explanatory Memorandum related to Treasury Laws Amendment (2021 Measures No. 1) Act 2021 may help entities to interpret these requirements. 

12. Do I have additional time to hold my annual general meeting (AGM)?

Yes, for unlisted public companies. ASIC has made a legislative instrument under section 253T to extend the time for unlisted public companies with financial year-end dates between 24 December 2021 and 7 January 2022 to hold their AGM. The extension is for up to one month.

13. Can I still hold a virtual meeting even if my company’s constitution does not allow virtual meetings?

Yes, under the temporary amendments until 31 March 2022. The temporary amendments relating to virtual meetings (other than the rules relating to time and place and method of voting) apply as mandatory rules and cannot be displaced by anything to the contrary in a company’s constitution. Refer to the Explanatory Memorandum at paragraphs 1.81–1.84.

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Last updated: 21/03/2022 03:57