Formal deeds and contracts have been executed by companies using electronic means rather than traditional handwritten signatures following the Covid-19 lockdown restrictions which have prevented in-person conferences. The ability to sign documents electronically was initially a temporary solution to lockdown restrictions and was due to expire on 1 April 2022. However, businesses have keenly embraced the newfound convenience and efficiency of signing documents electronically.
To adapt to the digitalisation of society, the federal government have responded by passing new legislation to expand the scope of electronic signing and permit it as a permanent method of execution by a company.
On 10 February 2022, the Federal Government passed the Corporations Amendment (Meetings and Documents) Bill 2021 (Cth) to make electronic signatures of companies permanent. The Bill aims to foster business communications with greater ease and lower costs. Not only does this Bill revoke the previous legislation in the Treasury Laws Amendment (2021 Measures No.1 Act) by revoking the expiration date of 1 April 2022, but it also expands the circumstances in which electronic signing can be used. This Bill will commence as an Act following Royal assent.
Section 110A of the Bill permits a person to:
“sign a document under section 126 and section 127 in a physical form by hand or electronic form using electronic means if the method used for signing identifies the person, indicates their intention to be bound and is as reliable as appropriate for the purpose for which the information was recorded.”
Sections 126 of the Corporations Act allows an agent of a company to execute a deed or discharge or vary a company contract without the company seal. It also removes the previous requirement under s126 of the Act for the agent to be appointed in the deed or have their signature witnessed.
Prior to this legislation, all deeds had to be signed by hand, and all company deeds had to be executed by both the agent and the secretary of the company as well as a witness. Section 127 of the Act now allows a sole director of a company to execute a deed electronically without a secretary.
Furthering this, the new legislation allows companies to elect to conduct company meetings via a hybrid method, with a hybrid method being a meeting which is held at one or more physical locations whilst concurrently being held virtually. Members meetings can be held entirely virtually if this is provided for in the company’s constitution. Considering the growing trend in businesses allowing staff to work from home, this change to encourage hybrid meetings is welcomed.
If you have any questions about this article or require any commercial or corporate advice for your business, do not hesitate to contact one of our commercial law principals, Dean Groundwater, Anika Fleet or Matthew Coulter on 9525 8688 or email wmd@wmdlaw.com.au. We also invite you to download our free Essential Business eGuide.
