Additional time for holding of virtual-only meeting
Back to news archiveOn 3 March 2022, ASIC granted conditional relief to allow additional time for certain companies and registered schemes to hold virtual-only meetings.
A virtual-only meeting is a meeting that is held entirely using virtual meeting technology and this is the only way to participate in the meeting.
Under ASIC Corporations (Virtual-only Meetings) Instrument 2022/129, all unlisted companies (public and proprietary) are able to hold virtual-only meetings until 30 June 2022, even where this is not expressly required or permitted under the entity’s constitution. Under this instrument, listed companies and listed and unlisted registered schemes were able to hold virtual-only meetings until 31 May 2022, even where this was not expressly required or permitted under their respective constitutions.
Before an unlisted public or proprietary company relies on the relief provided by ASIC, the directors of the company must pass a resolution that it would be unreasonable for the company to hold a meeting of its members wholly or partially at one or more physical venues, due to the impact of the COVID-19 pandemic.
Permanent amendments to the Corporations Act 2001 (Cth) have already been made, such that (with effect from 1 April 2022) companies and registered schemes can hold virtual-only meetings, but only 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.
From 1 April 2022, companies and registered schemes can also hold hybrid meetings. At a hybrid meeting there is also one or more physical places at which the meeting is held, and so members can choose to attend in person or participate remotely via virtual technology.
For more information, please contact any member of the Sierra Legal team, whose contact details can be found here.
Other articles you may be interested in
Pre-Transaction Conduct and Liability for Misleading and Deceptive Conduct
Two recent decisions reinforce that liability for misleading and deceptive conduct under the Australian Consumer Law can arise well before binding transaction documents are signed by the parties. If your business issues tender documents, information memoranda or due diligence materials, this article is relevant to you.
Read More.Planning to Sell? How a Share Sale Became a Forced Exit — and What Every Seller Should Learn From It
They set out to sell part of their stake in Melbourne Airport. They ended up losing all of it. If you hold shares in a company with a shareholders' agreement and you're planning to sell those shares, there are clauses that could cost you far more than the deal you're trying to do — and a recent court decision shows exactly how.
Read More.Sierra Legal Named Australia's Most Innovative Corporate & Commercial Law Firm for 2026
Sierra Legal has been named 'Most Innovative Corporate & Commercial Law Firm 2026 – Australia' at the APAC Legal Awards, run by APAC Insider. It's a reflection of the work that happens behind the scenes every day across M&A, corporate transactions and commercial legal matters.
Read More.