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This is a Bill, not an Act. For current law, see the Acts databases.
2019-2020-2021
The Parliament of the
Commonwealth of Australia
HOUSE OF REPRESENTATIVES
Presented and read a first time
Corporations Amendment (Meetings and
Documents) Bill 2021
No. , 2021
(Treasury)
A Bill for an Act to amend the Corporations Act
2001, and for related purposes
No. , 2021
Corporations Amendment (Meetings and Documents) Bill 2021
i
Contents
1
Short title ........................................................................................... 1
2
Commencement ................................................................................. 1
3
Schedules ........................................................................................... 2
Schedule 1--Signing and executing documents
3
Corporations Act 2001
3
Schedule 2--Meetings and sending documents
13
Corporations Act 2001
13
No. , 2021
Corporations Amendment (Meetings and Documents) Bill 2021
1
A Bill for an Act to amend the Corporations Act
1
2001, and for related purposes
2
The Parliament of Australia enacts:
3
1 Short title
4
This Act is the
Corporations Amendment (Meetings and
5
Documents) Act 2021
.
6
2 Commencement
7
(1) Each provision of this Act specified in column 1 of the table
8
commences, or is taken to have commenced, in accordance with
9
column 2 of the table. Any other statement in column 2 has effect
10
according to its terms.
11
12
2
Corporations Amendment (Meetings and Documents) Bill 2021
No. , 2021
Commencement information
Column 1
Column 2
Column 3
Provisions
Commencement
Date/Details
1. Sections 1 to 3
and anything in
this Act not
elsewhere covered
by this table
The day this Act receives the Royal Assent.
2. Schedule 1
The day after this Act receives the Royal
Assent.
3. Schedule 2
The later of:
(a) immediately after the commencement of
the provisions covered by table item 2;
and
(b) 1 April 2022.
Note:
This table relates only to the provisions of this Act as originally
1
enacted. It will not be amended to deal with any later amendments of
2
this Act.
3
(2) Any information in column 3 of the table is not part of this Act.
4
Information may be inserted in this column, or information in it
5
may be edited, in any published version of this Act.
6
3 Schedules
7
Legislation that is specified in a Schedule to this Act is amended or
8
repealed as set out in the applicable items in the Schedule
9
concerned, and any other item in a Schedule to this Act has effect
10
according to its terms.
11
Signing and executing documents
Schedule 1
No. , 2021
Corporations Amendment (Meetings and Documents) Bill 2021
3
Schedule 1--Signing and executing
1
documents
2
3
Corporations Act 2001
4
1 After Part 1.2
5
Insert:
6
Part 1.2AA--Signing documents
7
Division 1--Technology neutral signing
8
110 When this Division applies
9
Signing of documents by or on behalf of a company
10
(1) This Division applies to a document (including a deed) to be
11
signed by a person:
12
(a) exercising the powers of a company under section 126
13
(making of contracts and execution of documents by an
14
agent); or
15
(b) under section 127 (execution of documents by a company).
16
Note 1:
A document is any record of information: see the definition of
17
document
in
section 9.
18
Note 2:
This Division provides that a person may sign a document in physical
19
form or electronic form: see subsection 110A(1).
20
Signing of documents relating to meetings etc.
21
(2) This Division applies to a document (including a deed) required or
22
permitted to be signed by a person under this Act that relates to:
23
(a) a meeting of the members of a company or registered scheme
24
(including a meeting of a class of members); or
25
(b) a resolution to be considered by the directors or members of
26
a company (including a resolution to be considered by a class
27
of members of a company) without a meeting; or
28
Schedule 1
Signing and executing documents
4
Corporations Amendment (Meetings and Documents) Bill 2021
No. , 2021
(c) a meeting of the directors of a company (including a meeting
1
of a committee of directors).
2
Signing of prescribed documents
3
(3) This Division applies to a document (including a deed) required or
4
permitted to be signed by a person under this Act if the document
5
is, or is in a class of documents that is, prescribed by regulations
6
made for the purposes of this subsection.
7
Other ways of signing documents not limited
8
(4) This Division does not limit the ways in which a person may sign a
9
document (including a deed).
10
Note:
For example, a company's constitution may set out ways in which a
11
document (including a deed) may be executed or signed in addition to
12
the ways a document (including a deed) may be executed in
13
accordance with sections 126 and 127 or signed in accordance with
14
this Division.
15
110A Technology neutral signing
16
(1) A person may sign a document to which this Division applies:
17
(a) by signing a physical form of the document by hand; or
18
(b) by signing an electronic form of the document using
19
electronic means;
20
if the method of signing satisfies subsection (2).
21
Note:
A document (including a deed) may be executed by or on behalf of a
22
company without the use of paper, parchment or vellum: see
23
subsections 126(6) and 127(3A).
24
(2) A method of signing satisfies this subsection if:
25
(a) the method identifies the person and indicates the person's
26
intention in respect of the information recorded in the
27
document; and
28
(b) the method was either:
29
(i) as reliable as appropriate for the purpose for which the
30
information was recorded, in light of all the
31
circumstances, including any relevant agreement; or
32
Signing and executing documents
Schedule 1
No. , 2021
Corporations Amendment (Meetings and Documents) Bill 2021
5
(ii) proven in fact to have fulfilled the functions described
1
in paragraph (a), by itself or together with further
2
evidence.
3
What information the intention must cover
4
(3) For the purposes of paragraph (2)(a), the person is not required to
5
indicate an intention in relation to:
6
(a) any material identifying another person signing the document
7
or indicating another person's intention in respect of the
8
information recorded; or
9
(b) the signature of another person signing the document; or
10
(c) if a common seal is fixed to the document--the seal; or
11
(d) any immaterial information in a form of the document
12
generated for the purposes of signing and which arises in the
13
normal course of communication, storage or display.
14
Note:
This subsection allows minor differences that arise from the way a
15
document is signed to be disregarded. For example, a person can sign
16
to witness the fixing of a common seal to a document, and it is not
17
necessary for the signed document to include the common seal (as
18
long as a method is used to indicate that the person observed the
19
fixing of the seal, as required by paragraph 127(2A)(c)).
20
Avoidance of doubt
21
(4) To avoid doubt, this section does
not
require:
22
(a) a person to sign the same form of the document as another
23
person; or
24
(b) a person to sign the same page of the document as another
25
person; or
26
(c) a person to use the same method to sign the document as
27
another person; or
28
(d) all the information recorded in the document to be included
29
in the form of the document signed by a person as mentioned
30
in paragraph (1)(a) or (b).
31
Note:
For example, a company may execute a document by one director
32
signing a physical form of the document by hand, and another director
33
signing an electronic form of the document by electronic means.
34
Schedule 1
Signing and executing documents
6
Corporations Amendment (Meetings and Documents) Bill 2021
No. , 2021
Persons signing in different capacities
1
(5) For the purposes of this section, a person who is to sign a
2
document in more than one capacity:
3
(a) is treated as a different person in each such capacity they sign
4
the document; and
5
(b) may sign the document in some or all of those capacities by
6
signing the document once, if the document:
7
(i) requires or permits the person to do so; and
8
(ii) states the capacities in which the person is signing the
9
document.
10
Example 1: If a signature block in a document requires or permits a person to sign
11
once as the sole director and sole company secretary of a company,
12
the person may sign the document as the sole director and sole
13
company secretary by signing that signature block.
14
Example 2: If a signature block in a document requires or permits a person to sign
15
once on behalf of 2 companies as an agent for both those companies,
16
the person may sign the document as an agent for both those
17
companies by signing that signature block.
18
Example 3: A person who is to sign a document in their capacity as the director of
19
one company and their capacity as the company secretary of another
20
company must sign the document twice if:
21
(a) one signature block in the document requires or permits the
22
person to sign as the director of the first company; and
23
(b) another signature block in the document requires or permits the
24
person to sign as the company secretary of the second company.
25
110B Lodgement of documents
26
If:
27
(a) under this Act, the signature of a person is required or
28
permitted on a document; and
29
(b) the person signs the document in accordance with
30
section 110A; and
31
(c) the person or another person submits the document for
32
lodgement;
33
ASIC or the Registrar (as the case requires) must not refuse to
34
receive or register the document on the basis that the document has
35
not been signed.
36
Signing and executing documents
Schedule 1
No. , 2021
Corporations Amendment (Meetings and Documents) Bill 2021
7
2 Paragraph 7 of the Small Business Guide in Part 1.5
1
After "company's power to sign, discharge and otherwise deal with
2
contracts", insert ", or execute documents,".
3
3 Paragraph 7 of the Small Business Guide in Part 1.5
4
Omit:
5
•
for a company with a sole director who is also the sole secretary--that
6
director.
7
substitute:
8
•
for a company with a sole director who is also the sole secretary--that
9
director; or
10
•
for a company with a sole director and no company secretary--that
11
director.
12
4 Section 126
13
Repeal the section, substitute:
14
126 Agent exercising a company's power to make contracts and
15
execute documents (including deeds)
16
(1) A company's power to make, vary, ratify or discharge a contract,
17
or execute a document (including a deed), may be exercised by an
18
individual acting with the company's express or implied authority
19
and on behalf of the company.
20
Note 1:
If a company executes a document in this way, people will be able to
21
rely on the assumptions in subsection 129(3) for dealings in relation to
22
the company.
23
Note 2:
For provisions about technology neutral signing, see Division 1 of
24
Part 1.2AA.
25
(2) The power may be exercised without using a common seal.
26
(3) This section does not affect the operation of a law that requires a
27
particular procedure to be complied with in relation to the contract
28
or document (including a deed), other than to the extent that the
29
law is inconsistent with this section.
30
(4) The individual mentioned in subsection (1) need not be appointed
31
by a deed.
32
Schedule 1
Signing and executing documents
8
Corporations Amendment (Meetings and Documents) Bill 2021
No. , 2021
(5) In exercising the company's powers in accordance with
1
subsection (1), the individual may execute a document as a deed if
2
the document is expressed to be executed as a deed.
3
(6) In exercising the company's powers in accordance with
4
subsection (1), the individual may execute a document as a deed:
5
(a) without that execution being witnessed; and
6
(b) regardless of whether the document signed by the individual
7
is in physical form or electronic form.
8
Note:
An effect of paragraph (b) of this subsection is that, despite any
9
common law rule, the document may be executed without the use of
10
paper, parchment or vellum.
11
(7) Delivery is not necessary if the individual executes a document as
12
a deed in the exercise of the company's powers in accordance with
13
subsection (1).
14
(8) This section does not limit the ways in which the individual may
15
execute a document (including a deed).
16
Note:
For example, a company's constitution may set out other ways in
17
which a document (including a deed) may be executed.
18
5 Paragraph 127(1)(c)
19
Repeal the paragraph, substitute:
20
(c) for a proprietary company that has a sole director--that
21
director, if:
22
(i) the director is also the sole company secretary; or
23
(ii) the company does not have a company secretary.
24
6 Subsection 127(1) (note)
25
After "Note", insert "1".
26
7 At the end of subsection 127(1)
27
Add:
28
Note 2:
The requirement to sign may be satisfied electronically: see Division 1
29
of Part 1.2AA (about technology neutral signing).
30
8 Paragraph 127(2)(c)
31
Repeal the paragraph, substitute:
32
Signing and executing documents
Schedule 1
No. , 2021
Corporations Amendment (Meetings and Documents) Bill 2021
9
(c) for a proprietary company that has a sole director--that
1
director, if:
2
(i) the director is also the sole company secretary; or
3
(ii) the company does not have a company secretary.
4
9 Subsection 127(2A)
5
Repeal the subsection, substitute:
6
(2A) For the purposes of subsection (2), the fixing of a common seal to a
7
document is taken to have been witnessed by a person mentioned
8
in paragraph (a), (b) or (c) of that subsection if:
9
(a) the person observes, by electronic means or by being
10
physically present, the fixing of the seal; and
11
(b) the person signs the document; and
12
(c) a method is used to indicate that the person observed the
13
fixing of the seal to the document.
14
Note:
For provisions about technology neutral signing, see Division 1 of
15
Part 1.2AA.
16
10 Subsection 127(3) (note)
17
Repeal the note, substitute:
18
Note:
For provisions about technology neutral signing, see Division 1 of
19
Part 1.2AA.
20
11 Subsections 127(3A), (3B) and (3C)
21
Repeal the subsections, substitute:
22
(3A) A company may execute a document as a deed in accordance with
23
subsection (1):
24
(a) without that execution being witnessed; and
25
(b) regardless of whether the document signed by the director or
26
company secretary of the company, as applicable, is in
27
physical form or electronic form.
28
Note:
An effect of paragraph (b) of this subsection is that, despite any
29
common law rule, the document may be executed without the use of
30
paper, parchment or vellum.
31
(3B) Delivery is not necessary if a company executes a document as a
32
deed in accordance with subsection (1) or (2).
33
Schedule 1
Signing and executing documents
10
Corporations Amendment (Meetings and Documents) Bill 2021
No. , 2021
12 At the end of subsection 127(4)
1
Add:
2
Note:
For example, a company's constitution may set out other ways in
3
which a document (including a deed) may be executed.
4
13 Subsection 129(5)
5
Repeal the subsection (not including the heading), substitute:
6
(5) A person may assume that a document has been duly executed by
7
the company if the document appears to have been signed in
8
accordance with subsection 127(1). For the purposes of making the
9
assumption, a person may also assume that, if any person who
10
signs the document states next to their signature that:
11
(a) they are a director of the company--that is the case; or
12
(b) they are the company secretary of the company--that is the
13
case; or
14
(c) they are the sole director of the company and that the
15
company does not have a company secretary--that is the
16
case; or
17
(d) they are the sole director and sole company secretary of the
18
company--that is the case.
19
Note:
For provisions about technology neutral signing, see Division 1 of
20
Part 1.2AA.
21
14 Subsection 129(6)
22
Repeal the subsection (not including the heading), substitute:
23
(6) A person may assume that a document has been duly executed by
24
the company if:
25
(a) the company's common seal appears to have been fixed to
26
the document in accordance with subsection 127(2); and
27
(b) the fixing of the common seal appears to have been
28
witnessed in accordance with that subsection and
29
subsection 127(2A).
30
For the purposes of making the assumption, a person may also
31
assume that, if any person who witnesses the fixing of the common
32
seal states next to their signature that:
33
(c) they are a director of the company--that is the case; or
34
Signing and executing documents
Schedule 1
No. , 2021
Corporations Amendment (Meetings and Documents) Bill 2021
11
(d) they are the company secretary of the company--that is the
1
case; or
2
(e) they are the sole director of the company and that the
3
company does not have a company secretary--that is the
4
case; or
5
(f) they are the sole director and sole company secretary of the
6
company--that is the case.
7
Note:
For provisions about technology neutral signing, see Division 1 of
8
Part 1.2AA.
9
15 Division 3 of Part 2G.5 (heading)
10
Omit all the words after "
communication
".
11
16 Paragraph 253R(b)
12
Omit "meeting; and", substitute "meeting.".
13
17 Paragraph 253R(c)
14
Repeal the paragraph.
15
18 Section 253RD
16
Repeal the section.
17
19 In the appropriate position in Chapter 10
18
Insert:
19
Part 10.60--Application and transitional provisions
20
relating to the Corporations Amendment
21
(Meetings and Documents) Act 2021
22
23
1687 Definitions
24
In this Part:
25
amending Act
means the
Corporations Amendment (Meetings and
26
Documents) Act 2021
.
27
Schedule 1
Signing and executing documents
12
Corporations Amendment (Meetings and Documents) Bill 2021
No. , 2021
1687A Application--Signing and execution of documents
1
The amendments made by Schedule 1 to the amending Act apply
2
in relation to the signing or execution of a document (including a
3
deed) on or after the day that Schedule commences.
4
Meetings and sending documents
Schedule 2
No. , 2021
Corporations Amendment (Meetings and Documents) Bill 2021
13
Schedule 2--Meetings and sending
1
documents
2
3
Corporations Act 2001
4
1 Part 1.2AA (heading)
5
After "
signing
", insert "
and sending
".
6
2 At the end of Part 1.2AA
7
Add:
8
Division 2--Technology neutral sending of documents to be
9
sent to, among others, directors, members and
10
auditors, and related matters
11
110C Documents to which this Division applies
12
Sending documents
13
(1) This Division applies to any document covered by subsection (2)
14
that is required or permitted under this Act to be sent to a person
15
(the
recipient
) by one of the following (the
sender
):
16
(a) a company;
17
(b) the responsible entity of a registered scheme;
18
(c) a disclosing entity;
19
(d) an entity of a kind specified in regulations made for the
20
purposes of this paragraph.
21
Covered documents
22
(2) This subsection covers a document that:
23
(a) if the sender is a company or responsible entity of a
24
registered scheme:
25
(i) relates to a meeting of the members of the company or
26
registered scheme (including a meeting of a class of
27
members); or
28
Schedule 2
Meetings and sending documents
14
Corporations Amendment (Meetings and Documents) Bill 2021
No. , 2021
(ii) for a company--relates to a resolution to be considered
1
by the members of the company (including a resolution
2
to be considered by a class of members of a company)
3
without a meeting; or
4
(b) is a report mentioned in section 314 (annual financial
5
reporting by companies, registered schemes and disclosing
6
entities to members); or
7
(c) is a notice under section 110K (notice of members' rights); or
8
(d) is in a class of documents specified in regulations made for
9
the purposes of this paragraph.
10
Note:
For when and where a document is
sent
and
received
by electronic
11
communication, see sections 105A and 105B.
12
(3) However, this Division does not apply to a document that is
13
required or permitted under this Act to be sent to ASIC or the
14
Registrar.
15
References to sending documents
16
(4) This Division applies to a requirement or permission to send a
17
document, whether the expression
send
,
give
or
serve
, or any other
18
expression, is used.
19
Regulations may modify this Division for certain senders
20
(5) The regulations may modify the operation of this Division (other
21
than this section) for the purpose of giving effect to regulations
22
made for the purposes of paragraph (1)(d).
23
(6) Regulations made for the purposes of subsection (5) have effect
24
according to their terms.
25
110D Technology neutral sending of documents
26
(1) The document may be sent to the recipient:
27
(a) by sending the document in a physical form; or
28
(b) if subsection (2) is satisfied--by sending the recipient
29
sufficient information in physical form to allow the recipient
30
to access the document electronically; or
31
(c) if subsection (2) is satisfied--by sending the document in
32
electronic form by means of an electronic communication; or
33
Meetings and sending documents
Schedule 2
No. , 2021
Corporations Amendment (Meetings and Documents) Bill 2021
15
(d) if subsection (2) is satisfied--by sending the recipient
1
sufficient information in electronic form, by means of an
2
electronic communication, to allow the recipient to access the
3
document electronically; or
4
(e) if subsection (2) is satisfied and the document is covered by
5
subsection (3)--by making the document readily available in
6
electronic form on a website.
7
Note:
A requirement for the sender to send a document to which this
8
Division applies is met if the document is sent in accordance with this
9
section and in accordance with any timing requirements under this
10
Act.
11
(2) This subsection is satisfied if, at the time the document is sent, it is
12
reasonable to expect that the document would be readily accessible
13
so as to be useable for subsequent reference.
14
Documents that may be sent by publication on a website
15
(3) This subsection covers a document that:
16
(a) is a report mentioned in section 314 (annual financial
17
reporting by companies, registered schemes and disclosing
18
entities to members); or
19
(b) is in a class of documents specified in regulations made for
20
the purpose of this paragraph.
21
Other ways of sending documents not limited
22
(4) Subsection (1) does not limit the ways in which a person may send
23
a document.
24
Note:
For example, a company's constitution may set out other ways in
25
which a document may be sent.
26
110E Member's election to be sent documents in physical form or
27
electronic form, or not to be sent documents
28
(1) This section applies if:
29
(a) where the sender is a company--the recipient is a member of
30
the company; or
31
(b) where the sender is the responsible entity of a registered
32
scheme--the recipient is a member of the scheme; or
33
Schedule 2
Meetings and sending documents
16
Corporations Amendment (Meetings and Documents) Bill 2021
No. , 2021
(c) where the sender is a disclosing entity mentioned in
1
subsection 111AC(1)--the recipient is a member of the
2
disclosing entity; or
3
(d) where the sender is a disclosing entity mentioned in
4
subsection 111AC(2)--the recipient is a member of the
5
managed investment scheme mentioned in that subsection.
6
Election to be sent documents in physical form or electronic form
7
(2) The recipient may elect to be sent documents to which this
8
Division applies:
9
(a) in physical form; or
10
(b) in electronic form;
11
by notifying the sender (whether or not in writing) of the election.
12
Note 1:
Section 110F requires the sender to comply with an election to be sent
13
documents to which this Division applies in a particular form.
14
Note 2:
Regardless of any election under this section, if the sender is required
15
under this Act to send a document to which this Division applies to
16
the recipient, that requirement is met if the document is sent in
17
accordance with section 110D and in accordance with any timing
18
requirements under this Act.
19
(3) An election under subsection (2) may be made in relation to:
20
(a) all documents to which this Division applies; or
21
(b) a specified class or classes of documents to which this
22
Division applies.
23
Election not to be sent documents
24
(4) The recipient may elect
not
to be sent documents covered by
25
subsection (5) by notifying the sender (whether or not in writing)
26
of the election.
27
(5) This subsection covers the following documents:
28
(a) reports mentioned in section 314 (annual financial reporting
29
by companies, registered schemes and disclosing entities to
30
members);
31
(b) documents to which this Division applies that are prescribed
32
by the regulations for the purposes of this paragraph.
33
(6) An election under subsection (4) may be made in relation to:
34
Meetings and sending documents
Schedule 2
No. , 2021
Corporations Amendment (Meetings and Documents) Bill 2021
17
(a) all of the documents covered by subsection (5); or
1
(b) a specified class or classes of documents covered by
2
subsection (5).
3
When an election is in force
4
(7) An election under subsection (2) or (4) is in force in relation to
5
those documents during the period:
6
(a) beginning on:
7
(i) unless subparagraph (ii) or (iii) applies--the first
8
business day after the day on which the sender receives
9
notice (whether or not in writing) of the election from
10
the recipient; or
11
(ii) unless subparagraph (iii) applies, where the recipient, in
12
notifying the sender of the election, specifies a later
13
day--the first business day after that later day; or
14
(iii) if regulations made for the purposes of this
15
subparagraph specify another day--that other day; and
16
(b) ending on:
17
(i) unless subparagraph (ii) or (iii) applies--the first
18
business day after the day on which the sender receives
19
notice (whether or not in writing) from the recipient
20
withdrawing the election; or
21
(ii) unless subparagraph (iii) applies, where the recipient, in
22
notifying the sender of the withdrawal, specifies a later
23
day--the first business day after that later day; or
24
(iii) if regulations made for the purposes of this
25
subparagraph specify another day--that other day.
26
(8) However, an election under subsection (2) to be sent documents to
27
which this Division applies in physical form is not in force in
28
relation to a document if:
29
(a) the sender is required or permitted under this Act to send the
30
document by a particular day; and
31
(b) the sender receives notice of the election from the recipient
32
on or after the day that is 30 days immediately before the day
33
mentioned in paragraph (a) of this subsection.
34
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110F Failure to comply with member's election to be sent document
1
in particular form
2
(1) This section applies if:
3
(a) an election by the recipient to be sent documents by the
4
sender in physical form or electronic form is in force in
5
relation to a document under section 110E; and
6
(b) the sender sends the document to the recipient in a manner
7
that does not comply with the election; and
8
(c) no determination is in force under section 1345 allowing the
9
document to be sent by the sender in that manner (see
10
subsections 1345(2) and (3A)).
11
(2) The sender contravenes this subsection if the sender does not take
12
reasonable steps to send the document in a manner that complies
13
with the election:
14
(a) unless paragraph (b) applies--before, or within a reasonable
15
time after, sending the document as mentioned in
16
paragraph (1)(b); or
17
(b) if the sender is required or permitted under this Act to send
18
the document to the recipient by a particular time--by that
19
time.
20
(3) A person commits an offence of strict liability if the person
21
contravenes subsection (2).
22
(4) For the purposes of this section, the following manners of sending
23
the document comply with the election:
24
(a) for an election to be sent documents in physical form--the
25
manner mentioned in paragraph 110D(1)(a);
26
(b) for an election to be sent documents in electronic form--a
27
manner mentioned in paragraph 110D(1)(c) or (d).
28
Effect of contravention
29
(5) A contravention of subsection (2) by the sender does not affect the
30
validity of any act, transaction, agreement, instrument, resolution
31
or other thing.
32
Note:
In particular, the validity of the sending of the document as mentioned
33
in paragraph (1)(b) is not affected. Regardless of any contravention of
34
subsection (2), if the sender is required under another provision of this
35
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19
Act to send a document to which this Division applies, that
1
requirement is met if the document is sent in accordance with section
2
110D and in accordance with any timing requirements under that other
3
provision.
4
110G Failure to comply with member's election not to be sent
5
documents
6
(1) This section applies if:
7
(a) an election by the recipient not to be sent documents from the
8
sender is in force in relation to a document under section
9
110E; and
10
(b) the sender sends the document to the recipient, other than in
11
the manner mentioned in paragraph 110D(1)(e).
12
(2) The sender contravenes this subsection if the sender did not take
13
reasonable steps to avoid sending the document as mentioned in
14
paragraph (1)(b).
15
(3) A person commits an offence of strict liability if the person
16
contravenes subsection (2).
17
110H Effect of election not to be sent documents
18
(1) This section applies if:
19
(a) the sender is required or permitted to send a document to
20
which this Part applies to the recipient in accordance with a
21
provision of this Act (other than this Division); and
22
(b) an election under section 110E not to be sent documents is in
23
force in relation to the document.
24
(2) For the purposes of the provision mentioned in paragraph (1)(a) of
25
this section:
26
(a) the sender is taken to send the document, as required or
27
permitted in accordance with that provision, at the later of:
28
(i) the time the recipient's election mentioned in
29
paragraph (1)(b) came into force; and
30
(ii) the earliest time at which the sender could have sent the
31
document in accordance with the provision mentioned
32
in paragraph (1)(a); and
33
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(b) the recipient is taken to receive the document when it is taken
1
to be sent under paragraph (a) of this subsection.
2
110J Ad hoc requests to be sent documents in a particular form
3
(1) This section applies if:
4
(a) the recipient is covered by subsection (3); and
5
(b) the recipient requests (whether or not in writing) the sender
6
to send a particular document to which this Part applies to the
7
recipient in physical form, or in electronic form; and
8
(c) either:
9
(i) the sender is required or permitted under this Act to
10
send the document to the recipient by a particular time;
11
or
12
(ii) if subparagraph (i) does not apply--the sender has sent
13
the document to the recipient in a manner that would not
14
comply with the request; and
15
(d) the request is made:
16
(i) if subparagraph (c)(i) applies--within a reasonable time
17
before the particular time mentioned in that
18
subparagraph; or
19
(ii) if subparagraph (c)(ii) applies--within a reasonable
20
time after the sender sends the document as mentioned
21
in that subparagraph; and
22
(e) at the time the request is made:
23
(i) the sender has not yet sent the document to the recipient
24
in a manner that would comply with the request; and
25
(ii) no determination is in force under section 1345 allowing
26
the document to be sent by the sender in a manner that
27
would not comply with the request (see
28
subsections 1345(2) and (3A)).
29
(2) The sender must take reasonable steps to send the document to the
30
recipient in a manner that complies with the request by the later of
31
the following:
32
(a) 3 business days after the day on which the sender received
33
the request;
34
(b) if the sender is required or permitted under this Act to send
35
the document by a particular time--that time.
36
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21
Note:
A determination under section 1345 may extend the time within which
1
a document is required to be sent by the sender to the recipient.
2
(3) The recipient is covered by this subsection if:
3
(a) where the sender is a company--the recipient is a member of
4
the company; or
5
(b) where the sender is the responsible entity of a registered
6
scheme--the recipient is a member of the scheme; or
7
(c) where the sender is a disclosing entity mentioned in
8
subsection 111AC(1)--the recipient is a member of the
9
disclosing entity; or
10
(d) where the sender is a disclosing entity mentioned in
11
subsection 111AC(2)--the recipient is a member of the
12
managed investment scheme mentioned in that subsection.
13
(4) For the purposes of subparagraph (1)(e)(i) and subsection (2), a
14
physical form of the document is taken to have been sent to the
15
recipient:
16
(a) when the document is posted; or
17
(b) if the document is sent by courier--when the document is
18
given to the courier.
19
(5) An offence based on subsection (2) is an offence of strict liability.
20
(6) For the purposes of this section, the following manners of sending
21
the document comply with the request:
22
(a) for a request to be sent the document in physical form--the
23
manner mentioned in paragraph 110D(1)(a);
24
(b) for a request to be sent the document in electronic form--a
25
manner mentioned in paragraph 110D(1)(c) or (d).
26
110K Obligation to give notice of members' rights
27
(1) A public company must:
28
(a) send the members of the company, at least once in each
29
financial year, a notice setting out the matters mentioned in
30
subsection (4); or
31
(b) make such a notice readily available on a website.
32
(2) The responsible entity of a registered scheme must:
33
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(a) send the members of the scheme, at least once in each
1
financial year, a notice setting out the matters mentioned in
2
subsection (4); or
3
(b) make such a notice readily available on a website.
4
(3) A disclosing entity must:
5
(a) send the members mentioned in paragraph 110E(1)(c) or (d)
6
in relation to the disclosing entity, at least once in each
7
financial year, a notice setting out the matters mentioned in
8
subsection (4); or
9
(b) make such a notice readily available on a website.
10
(4) For the purposes of subsections (1), (2) and (3), the matters
11
required to be set out in the notice are:
12
(a) members' rights to elect under section 110E, and to request
13
under section 110J, to be sent documents in physical form;
14
and
15
(b) members' rights to elect under section 110E, and to request
16
under section 110J, to be sent documents in electronic form;
17
and
18
(c) members' rights to elect under section 110E not to be sent
19
documents covered by subsection 110E(5).
20
(5) An offence based on subsection (1), (2) or (3) is an offence of strict
21
liability.
22
3 Subsection 111L(1) (table item 9, column 1, paragraph (a))
23
After "sections", insert "249R, 249RA, 249S,".
24
4 Section 201R (heading)
25
Omit "
demanded
", substitute "
required
".
26
5 Subsections 201R(1) and 225(2)
27
After "demanded", insert ", or is otherwise required under
28
section 250JA,".
29
6 After section 248C
30
Insert:
31
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23
248D Use of technology
1
A directors' meeting may be called or held using any technology
2
consented to by all the directors. The consent may be a standing
3
one. A director may only withdraw their consent within a
4
reasonable period before the meeting.
5
7 Paragraph 249J(3)(c)
6
Repeal the paragraph, substitute:
7
(c) in the manner mentioned in paragraph 110D(1)(b), (c) or (d);
8
or
9
8 After paragraph 249J(4)(a)
10
Insert:
11
(aa) if it is sent by sending the member information in accordance
12
with paragraph 110D(1)(b) by post--3 days after the
13
information is posted; or
14
9 Paragraph 249J(4)(b)
15
Omit "subsection 253RA(1)", substitute "paragraph 110D(1)(c)".
16
10 Paragraph 249J(4)(c)
17
Omit "subsection 253RA(2)", substitute "paragraph 110D(1)(d)".
18
11 Section 249R
19
Repeal the section, substitute:
20
249R How meetings of members may be held
21
A company may hold a meeting of its members:
22
(a) at one or more physical venues; or
23
(b) at one or more physical venues and using virtual meeting
24
technology; or
25
(c) using virtual meeting technology only, if this is required or
26
permitted by the company's constitution expressly.
27
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249RA Place and time of meetings and presence at meetings
1
(1) The place at which a meeting of the members of a company is held
2
is taken to be:
3
(a) if the meeting is held at only one physical venue (whether or
4
not it is also held using virtual meeting technology)--that
5
physical venue; or
6
(b) if the meeting is held at more than one physical venue
7
(whether or not it is also held using virtual meeting
8
technology)--the main physical venue of the meeting as set
9
out in the notice of the meeting; or
10
(c) if the meeting is held using virtual meeting technology
11
only--the registered office of the company.
12
(2) The time at which the meeting is held is taken to be the time at the
13
place at which the meeting is taken to be held in accordance with
14
subsection (1).
15
(3) A member who attends the meeting (whether at a physical venue or
16
by using virtual meeting technology) is taken for all purposes to be
17
present in person at the meeting while so attending.
18
249S Reasonable opportunity to participate
19
(1) A company that holds a meeting of its members must give the
20
members entitled to attend the meeting, as a whole, a reasonable
21
opportunity to participate in the meeting.
22
Note:
Section 1322 provides for consequences of a breach of this subsection.
23
(2) Without limiting the scope of subsection (1), the effects of that
24
subsection include those set out in subsections (3), (4), (5), (6) and
25
(7).
26
(3) The meeting must be held at a time that is reasonable at:
27
(a) if the meeting is held at only one physical venue (whether or
28
not it is also held using virtual meeting technology)--that
29
physical venue; or
30
(b) if the meeting is held at more than one physical venue
31
(whether or not it is also held using virtual meeting
32
technology)--the main physical venue of the meeting as set
33
out in the notice of the meeting; or
34
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25
(c) if the meeting is held using virtual meeting technology
1
only--a physical venue at which it would be reasonable to
2
hold the meeting.
3
(4) If the meeting is held at only one physical venue (whether or not it
4
is also held using virtual meeting technology), it must be
5
reasonable to hold the meeting at that physical venue.
6
(5) If the meeting is held at more than one physical venue (whether or
7
not it is also held using virtual meeting technology), it must be
8
reasonable to hold the meeting at its main physical venue as set out
9
in the notice of the meeting.
10
(6) If the meeting is held at more than one physical venue (whether or
11
not it is also held using virtual meeting technology), the technology
12
used to hold the meeting at more than one physical venue must be
13
reasonable.
14
(7) If the meeting is held using virtual meeting technology (whether or
15
not it is held at one or more physical venues), that virtual meeting
16
technology must:
17
(a) be reasonable; and
18
(b) allow the members who are entitled to attend the meeting,
19
and do attend the meeting using that virtual meeting
20
technology, as a whole, to exercise orally and in writing any
21
rights of those members to ask questions and make
22
comments.
23
12 Subsection 250B(3)
24
Repeal the subsection (not including the heading), substitute:
25
(3) A company receives a document referred to in subsection (1):
26
(a) when the document is received at any of the following:
27
(i) the company's registered office;
28
(ii) a fax number at the company's registered office;
29
(iii) a place, fax number or electronic address specified for
30
the purpose in the notice of meeting; and
31
(b) if the notice of meeting specifies other electronic means by
32
which a member may give the document--when the
33
document given by those means is received by the company
34
as prescribed by the regulations.
35
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Note:
For when a document is
received
by electronic communication, see
1
section 105A.
2
13 Paragraph 250BB(1)(b)
3
Repeal the paragraph, substitute:
4
(b) if the proxy has 2 or more appointments that specify different
5
ways to vote on the resolution--the proxy must not vote on a
6
show of hands; and
7
14 Paragraph 250BC(c)
8
After "demanded", insert ", or is otherwise required under
9
section 250JA,".
10
15 Subsection 250J(1)
11
Repeal the subsection, substitute:
12
(1) A resolution put to the vote at a meeting of a company's members
13
may be decided on a show of hands unless a poll is demanded.
14
Note:
For listed companies, certain resolutions must be decided on a poll
15
despite this subsection (see section 250JA).
16
16 After section 250J
17
Insert:
18
250JA Certain resolutions must be decided on a poll--listed
19
companies
20
(1) A resolution put to the vote at a meeting of members of a listed
21
company must be decided on a poll (and not a show of hands) if:
22
(a) the notice of the meeting set out an intention to propose the
23
resolution and stated the resolution; or
24
(b) the company has given notice of the resolution in accordance
25
with section 249O (members' resolutions); or
26
(c) a poll is demanded.
27
(2) This section applies despite subsection 250J(1) and anything in the
28
company's constitution.
29
17 Section 250M
30
Repeal the section, substitute:
31
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27
250M When and how polls must be taken (replaceable rule--see
1
section 135)
2
(1) A poll, other than a poll demanded on the election of a chair or the
3
question of an adjournment, must be taken when and in the manner
4
the chair directs.
5
(2) A poll demanded on the election of a chair or on the question of an
6
adjournment must be taken immediately.
7
18 Paragraph 252G(3)(c)
8
Repeal the paragraph, substitute:
9
(c) in the manner mentioned in paragraph 110D(1)(b), (c) or (d).
10
19 After paragraph 252G(4)(a)
11
Insert:
12
(aa) if it is sent by sending the member information in accordance
13
with paragraph 110D(1)(b) by post--3 days after the
14
information is posted; or
15
20 Paragraph 252G(4)(b)
16
Omit "subsection 253RA(1)", substitute "paragraph 110D(1)(c)".
17
21 Paragraph 252G(4)(c)
18
Omit "subsection 253RA(2)", substitute "paragraph 110D(1)(d)".
19
22 Section 252P
20
Repeal the section, substitute:
21
252P How meetings of members may be held
22
A registered scheme may hold a meeting of its members:
23
(a) at one or more physical venues; or
24
(b) at one or more physical venues and using virtual meeting
25
technology; or
26
(c) using virtual meeting technology only, if this is required or
27
permitted by the scheme's constitution expressly and the
28
provisions of the scheme's constitution that require or permit
29
such use were included in the scheme's constitution:
30
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(i) at the time the scheme was established; or
1
(ii) by special resolution of the members of the scheme.
2
252PA Place and time of meetings and presence at meetings
3
(1) The place at which a meeting of the members of a registered
4
scheme is held is taken to be:
5
(a) if the meeting is held at only one physical venue (whether or
6
not it is also held using virtual meeting technology)--that
7
physical venue; or
8
(b) if the meeting is held at more than one physical venue
9
(whether or not it is also held using virtual meeting
10
technology)--the main physical venue of the meeting as set
11
out in the notice of the meeting; or
12
(c) if the meeting is held using virtual meeting technology
13
only--the registered office of the responsible entity of the
14
scheme.
15
(2) The time at which the meeting is held is taken to be the time at the
16
place at which the meeting is taken to be held in accordance with
17
subsection (1).
18
(3) A member who attends the meeting (whether at a physical venue or
19
by using virtual meeting technology) is taken for all purposes to be
20
present in person at the meeting while so attending.
21
252Q Reasonable opportunity to participate
22
(1) A registered scheme that holds a meeting of its members must give
23
the members entitled to attend the meeting, as a whole, a
24
reasonable opportunity to participate in the meeting.
25
Note:
Section 1322 provides for consequences of a breach of this subsection.
26
(2) Without limiting the scope of subsection (1), the effects of that
27
subsection include those set out in subsections (3), (4), (5), (6) and
28
(7).
29
(3) The meeting must be held at a time that is reasonable at:
30
(a) if the meeting is held at only one physical venue (whether or
31
not it is also held using virtual meeting technology)--that
32
physical venue; or
33
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29
(b) if the meeting is held at more than one physical venue
1
(whether or not it is also held using virtual meeting
2
technology)--the main physical venue of the meeting as set
3
out in the notice of the meeting; or
4
(c) if the meeting is held using virtual meeting technology
5
only--a physical venue at which it would be reasonable to
6
hold the meeting.
7
(4) If the meeting is held at only one physical venue (whether or not it
8
is also held using virtual meeting technology), it must be
9
reasonable to hold the meeting at that physical venue.
10
(5) If the meeting is held at more than one physical venue (whether or
11
not it is also held using virtual meeting technology), it must be
12
reasonable to hold the meeting at its main physical venue as set out
13
in the notice of the meeting.
14
(6) If the meeting is held at more than one physical venue (whether or
15
not it is also held using virtual meeting technology), the technology
16
used to hold the meeting at more than one physical venue must be
17
reasonable.
18
(7) If the meeting is held using virtual meeting technology (whether or
19
not it is held at one or more physical venues), that virtual meeting
20
technology must:
21
(a) be reasonable; and
22
(b) allow the members who are entitled to attend the meeting,
23
and do attend the meeting using that virtual meeting
24
technology, as a whole, to exercise orally and in writing any
25
rights of those members to ask questions and make
26
comments.
27
23 After subsection 252Z(3)
28
Insert:
29
Receipt of documents
30
(3A) For the purposes of this section, a responsible entity receives an
31
appointment or authority when it is received at any of the
32
following:
33
(a) the responsible entity's registered office;
34
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Corporations Amendment (Meetings and Documents) Bill 2021
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(b) a fax number at the responsible entity's registered office;
1
(c) a place, fax number or electronic address specified for the
2
purpose in the notice of meeting.
3
Note:
For when a document is
received
by electronic communication, see
4
section 105A.
5
24 Subsection 252Z(4)
6
Repeal the subsection, substitute:
7
Ineffective appointments of fax or electronic notification
8
(4) An appointment of a proxy is ineffective if:
9
(a) the responsible entity receives either or both the appointment
10
or authority at a fax number or electronic address; and
11
(b) a requirement (if any) in the notice of meeting that:
12
(i) the transmission be verified in a way specified in the
13
notice; or
14
(ii) the proxy produce the appointment and authority (if
15
any) at the meeting;
16
is not complied with.
17
25 After subsection 253J(1)
18
Insert:
19
(1A) A resolution put to the vote at a meeting of the members of a
20
registered scheme that is listed must be decided on a poll if:
21
(a) the notice of the meeting set out an intention to propose the
22
resolution and stated the resolution; or
23
(b) the responsible entity of the scheme has given notice of the
24
resolution in accordance with section 252M (member's
25
resolutions).
26
26 Subsection 253J(2)
27
Repeal the subsection, substitute:
28
(2) Any other resolution put to the vote at a meeting of a registered
29
scheme's members may be decided on a show of hands unless a
30
poll is demanded.
31
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31
(2A) A resolution mentioned in subsection (1A) or (2) is passed on a
1
poll if it has been passed by more than 50% of the votes cast by
2
members entitled to vote on the resolution.
3
27 Part 2G.5 (heading)
4
Repeal the heading, substitute:
5
Part 2G.5--Electronic recording and keeping of
6
minute books
7
28 Divisions 1, 2 and 3 of Part 2G.5
8
Repeal the Divisions.
9
29 At the end of Chapter 2G
10
Add:
11
Part 2G.7--Independent reports on polls
12
13
253U Application of Part
14
This Part applies:
15
(a) in relation to a company, if the company is listed; and
16
(b) in relation to a registered scheme, if the scheme is listed.
17
253UA Independent persons
18
A reference in a provision of this Part to an independent person is a
19
reference to a person who is independent of the company or
20
registered scheme to which the provision applies.
21
253UB Company members' rights to request observer and report on
22
conduct of poll
23
(1) Members of a company with at least 5% of the votes that may be
24
cast at a meeting of the company's members may request the
25
company to appoint an independent person to:
26
(a) observe the conduct of a poll at the meeting; and
27
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(b) prepare a report on the conduct of the poll.
1
(2) The request must:
2
(a) be in writing; and
3
(b) identify the poll to which it relates; and
4
(c) be made no later than 5 business days before the day the
5
meeting is held.
6
(3) A company commits an offence if:
7
(a) the company receives a request under subsection (1); and
8
(b) the company fails to take reasonable steps to:
9
(i) ensure that an independent person observes the conduct
10
of the poll to which the request relates; and
11
(ii) ensure that the independent person prepares a report on
12
the conduct of the poll; and
13
(iii) ensure that a copy of the report is made readily available
14
to the members of the company within a reasonable
15
time after the request is received.
16
(4) An offence based on subsection (3) is an offence of strict liability.
17
(5) A company that appoints an independent person for the purposes of
18
this section is liable to pay the independent person's fees.
19
(6) To avoid doubt, an independent person appointed for the purposes
20
of this section may be an auditor or a registry service provider
21
(including an auditor or a registry service provider of the company
22
concerned), unless the relevant poll concerns an issue or a matter
23
relating to the person.
24
253UC Company members' rights to request scrutiny and report on
25
outcome of poll
26
(1) Members of a company with at least 5% of the votes that may be
27
cast at a meeting of the company's members may request the
28
company to appoint an independent person to:
29
(a) scrutinise the outcome of a poll at the meeting; and
30
(b) prepare a report on the outcome of the poll.
31
(2) The request must:
32
(a) be in writing; and
33
Meetings and sending documents
Schedule 2
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Corporations Amendment (Meetings and Documents) Bill 2021
33
(b) identify the poll to which it relates; and
1
(c) be made no later than 5 business days after the day the
2
meeting is held.
3
(3) To avoid doubt, the request may be made before the meeting is
4
held.
5
(4) A company commits an offence if:
6
(a) the company receives a request under subsection (1); and
7
(b) the company fails to take reasonable steps to:
8
(i) ensure that an independent person scrutinises the
9
outcome of the poll to which the request relates; and
10
(ii) ensure that the independent person prepares a report on
11
the outcome of the poll; and
12
(iii) ensure that a copy of the report is made readily available
13
to the members of the company within a reasonable
14
time after the request is received.
15
(5) An offence based on subsection (4) is an offence of strict liability.
16
(6) A company that appoints an independent person for the purposes of
17
this section is liable to pay the independent person's fees.
18
(7) To avoid doubt, an independent person appointed for the purposes
19
of this section may be an auditor or a registry service provider
20
(including an auditor or a registry service provider of the company
21
concerned), unless the relevant poll concerns an issue or a matter
22
relating to the person.
23
(8) To avoid doubt, if the same independent person is appointed under
24
section 253UB and this section in relation to a poll, the reports on
25
the conduct and outcome of the poll may be included in a single
26
report.
27
253UD Registered scheme members' rights to request observer and
28
report on conduct of poll
29
(1) Members of a registered scheme with at least 5% of the votes that
30
may be cast at a meeting of the scheme's members may request the
31
responsible entity of the scheme to appoint an independent person
32
to:
33
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34
Corporations Amendment (Meetings and Documents) Bill 2021
No. , 2021
(a) observe the conduct of a poll at the meeting; and
1
(b) prepare a report on the conduct of the poll.
2
(2) The request must:
3
(a) be in writing; and
4
(b) identify the poll to which it relates; and
5
(c) be made no later than 5 business days before the day the
6
meeting is held.
7
(3) A responsible entity of a registered scheme commits an offence if:
8
(a) the responsible entity receives a request under subsection (1);
9
and
10
(b) the responsible entity fails to take reasonable steps to:
11
(i) ensure that an independent person observes the conduct
12
of the poll to which the request relates; and
13
(ii) ensure that the independent person prepares a report on
14
the conduct of the poll; and
15
(iii) ensure that a copy of the report is made readily available
16
to the members of the scheme within a reasonable time
17
after the request is received.
18
(4) An offence based on subsection (3) is an offence of strict liability.
19
(5) A responsible entity of a registered scheme that appoints an
20
independent person for the purposes of this section is liable to pay
21
the independent person's fees.
22
(6) To avoid doubt, an independent person appointed for the purposes
23
of this section may be an auditor or a registry service provider
24
(including an auditor or a registry service provider of the registered
25
scheme concerned), unless the relevant poll concerns an issue or a
26
matter relating to the person.
27
253UE Registered scheme members' rights to request scrutiny and
28
report on outcome of poll
29
(1) Members of a registered scheme with at least 5% of the votes that
30
may be cast at a meeting of the scheme's members may request the
31
responsible entity of the scheme to appoint an independent person
32
to:
33
(a) scrutinise the outcome of a poll at the meeting; and
34
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Corporations Amendment (Meetings and Documents) Bill 2021
35
(b) prepare a report on the outcome of the poll.
1
(2) The request must:
2
(a) be in writing; and
3
(b) identify the poll to which it relates; and
4
(c) be made no later than 5 business days after the day the
5
meeting is held.
6
(3) To avoid doubt, the request may be made before the meeting is
7
held.
8
(4) A responsible entity of a registered scheme commits an offence if:
9
(a) the responsible entity receives a request under subsection (1);
10
and
11
(b) the responsible entity fails to take reasonable steps to:
12
(i) ensure that an independent person scrutinises the
13
outcome of the poll to which the request relates; and
14
(ii) ensure that the independent person prepares a report on
15
the outcome of the poll; and
16
(iii) ensure that a copy of the report is made readily available
17
to the members of the scheme within a reasonable time
18
after the request is received.
19
(5) An offence based on subsection (4) is an offence of strict liability.
20
(6) A responsible entity of a registered scheme that appoints an
21
independent person for the purposes of this section is liable to pay
22
the independent person's fees.
23
(7) To avoid doubt, an independent person appointed for the purposes
24
of this section may be an auditor or a registry service provider
25
(including an auditor or a registry service provider of the registered
26
scheme concerned), unless the relevant poll concerns an issue or a
27
matter relating to the person.
28
(8) To avoid doubt, if the same independent person is appointed under
29
section 253UD and this section in relation to a poll, the reports on
30
the conduct and outcome of the poll may be included in a single
31
report.
32
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Meetings and sending documents
36
Corporations Amendment (Meetings and Documents) Bill 2021
No. , 2021
253UF Right of independent person to information
1
Right to information
2
(1) An independent person appointed for the purposes of section
3
253UB, 253UC, 253UD or 253UE in relation to a poll may make a
4
request for any information that the person reasonably considers is
5
necessary for the purposes of:
6
(a) if the person is appointed under section 253UB or 253UD--
7
observing and preparing a report on the conduct of the poll;
8
or
9
(b) if the person is appointed under section 253UC or 253UE--
10
scrutinising and preparing a report on the outcome of the
11
poll.
12
(2) A company commits an offence if:
13
(a) the company receives a request for information under
14
subsection (1); and
15
(b) the company fails to take reasonable steps to provide the
16
information to the independent person within a reasonable
17
time after receiving the request.
18
(3) A responsible entity of a registered scheme commits an offence if:
19
(a) the responsible entity receives a request for information
20
under subsection (1); and
21
(b) the responsible entity fails to take reasonable steps to provide
22
the information to the independent person within a
23
reasonable time after receiving the request.
24
(4) An offence based on subsection (2) or (3) is an offence of strict
25
liability.
26
253UG Record-keeping for reports on polls
27
(1) A company commits an offence if:
28
(a) the company receives a report on the conduct or outcome of a
29
poll from an independent person appointed for the purposes
30
of section 253UB or 253UC (as the case requires) in relation
31
to the poll; and
32
(b) the company fails to keep a copy of the report.
33
Meetings and sending documents
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Corporations Amendment (Meetings and Documents) Bill 2021
37
(2) A responsible entity of a registered scheme commits an offence if:
1
(a) the responsible entity receives a report on the conduct or
2
outcome of a poll from an independent person appointed for
3
the purposes of section 253UD or 253UE (as the case
4
requires) in relation to the poll; and
5
(b) the responsible entity fails to keep a copy of the report.
6
(3) An offence based on subsection (1) or (2) is an offence of strict
7
liability.
8
30 Subsection 314(1)
9
Omit "(1AA),".
10
31 Subsections 314(1AA), (1AB), (1AC) and (1AD)
11
Repeal the subsections.
12
32 Subsection 314(1AE)
13
Repeal the subsection, substitute:
14
(1AE) A company, registered scheme or disclosing entity may provide the
15
reports, or the concise report, by sending them to each member.
16
33 Subsection 314(1AF)
17
Omit all the words after "website.".
18
34 Subsection 314(1A)
19
Omit "or (1AB)".
20
35 Subsection 315(5)
21
Repeal the subsection.
22
36 Subsection 316(1)
23
Repeal the subsection, substitute:
24
(1) A member may request the company, registered scheme or
25
disclosing entity to send them a full financial report and the
26
directors' report and auditor's report.
27
(1A) A request under subsection (1) may be a standing request or for a
28
particular financial year. The member is not entitled to a report for
29
Schedule 2
Meetings and sending documents
38
Corporations Amendment (Meetings and Documents) Bill 2021
No. , 2021
a financial year earlier than the one before the financial year in
1
which the request is made.
2
37 Subsection 316(2)
3
Omit "paragraph (1)(b)", substitute "subsection (1)".
4
38 Before paragraph 1311(1A)(a)
5
Insert:
6
(aa) Part 1.2AA;
7
39 Subsection 1322(3A)
8
Repeal the subsection, substitute:
9
(3A) If members who are entitled to attend a meeting of members do not
10
have, as a whole, a reasonable opportunity to participate in the
11
meeting or in a proceeding at the meeting, the meeting or
12
proceeding will only be invalid on that ground if:
13
(a) the Court is of the opinion that:
14
(i) a substantial injustice has been caused or may be
15
caused; and
16
(ii) the injustice cannot be remedied by any order of the
17
Court; and
18
(b) the Court declares the meeting or proceeding invalid.
19
40 After subsection 1345(3)
20
Insert:
21
Giving document in physical form
22
(3A) If the determination specifies that the document, or documents in
23
that class, may be given in accordance with this subsection, then
24
the document may be given in physical form.
25
41 Paragraph 1345(5)(c)
26
Omit "(6) and (7)", substitute "(6), (6A) and (7)".
27
42 After subsection 1345(6)
28
Insert:
29
Meetings and sending documents
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Corporations Amendment (Meetings and Documents) Bill 2021
39
(6A) ASIC may specify that the document, or documents in that class,
1
may be given in accordance with subsection (3A) (giving
2
document in physical form), if ASIC considers that it may be
3
unreasonable to expect the specified entity, or entities in the
4
specified class, to give the document, or documents in the specified
5
class, in an electronic form because of a situation that is beyond the
6
control of the entity, or the entities in the class.
7
43 Subsection 1345(11)
8
Omit "in a physical form", substitute "in a particular form".
9
44 At the end of section 1345
10
Add:
11
(12) This section applies to a requirement or permission to give a
12
document, whether the expression
give
,
send
or
serve
, or any other
13
expression, is used.
14
45 At the end of section 1679A
15
Add:
16
Note:
The amendments relating to meetings and giving documents made by
17
Schedule 1 to the
Treasury Laws Amendment (2021 Measures No. 1)
18
Act 2021
are superseded by the amendments made by Schedule 2 to
19
the
Corporations Amendment (Meetings and Documents) Act 2021
20
(see sections 1687B and 1687C of this Act).
21
46 Sections 1679E and 1679F
22
Repeal the sections.
23
47 At the end of Part 10.60
24
Add:
25
1687B Application--meetings
26
The amendments made by the Schedule 2 to the amending Act
27
apply in relation to:
28
(a) a meeting of the members of a company or a registered
29
scheme (including a meeting of a class of members); or
30
(b) a meeting of the directors of a company (including a meeting
31
of a committee of directors);
32
Schedule 2
Meetings and sending documents
40
Corporations Amendment (Meetings and Documents) Bill 2021
No. , 2021
if the meeting is held on or after the day that Schedule commences.
1
1687C Application--sending documents
2
The amendments made by Schedule 2 to the amending Act apply
3
in relation to a document sent on or after the day that Schedule
4
commences.
5
1687D Transitional--elections to be sent documents in hard copy
6
made under section 253RB or 253RC
7
(1) This section applies to an election, by a member of a company or
8
registered scheme to be sent documents in hard copy only, that is
9
in force under section 253RB or 253RC of this Act immediately
10
before the day Schedule 2 to the amending Act commences.
11
(2) Despite the repeal of those sections by that Schedule, the election
12
continues in force on and after that day as if it were an election to
13
be sent those documents in physical form under section 110E of
14
this Act, as inserted by that Schedule.
15
1687E Transitional--elections to receive annual reports in
16
particular form
17
(1) This section applies to an election, by a member to receive reports
18
from a company, registered scheme or disclosing entity in hard
19
copy or as an electronic copy, that is in force under
20
subsection 314(1AB) of this Act immediately before the day
21
Schedule 2 to the amending Act commences.
22
(2) Despite the repeal of that subsection by that Schedule, the election
23
continues in force on and after that day as if it were an election
24
under section 110E of this Act, as inserted by that Schedule, to be
25
sent such reports:
26
(a) for an election to receive in hard copy--in physical form; or
27
(b) for an election to receive as an electronic copy--in electronic
28
form.
29
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Schedule 2
No. , 2021
Corporations Amendment (Meetings and Documents) Bill 2021
41
1687F Transitional--elections not to be sent annual reports
1
(1) This section applies if a request of a member for a company,
2
registered scheme or disclosing entity not to send them material
3
required by section 314 of this Act is in force under
4
subsection 316(1) of this Act immediately before the day
5
Schedule 2 to the amending Act commences.
6
(2) Despite the amendment of that subsection by that Schedule, the
7
request continues in force on and after that day as if it were an
8
election under section 110E of this Act not to be sent:
9
(a) in the case of a standing request--the documents comprising
10
that material; or
11
(b) in the case of a request for a particular financial year--the
12
documents comprising that material in relation to that
13
financial year.
14
1687G Transitional--requests for full reports
15
(1) This section applies if a request of a member for a company,
16
registered scheme or disclosing entity to send them a full financial
17
report and the director's report and auditor's report is in force
18
under subsection 316(1) of this Act immediately before the day
19
Schedule 2 to the amending Act commences.
20
(2) Despite the amendment of that subsection by that Schedule, the
21
request continues in force on and after that day as if it had been
22
made under that subsection as amended by that Schedule.
23
1687H Transitional--other elections to be sent documents in
24
particular form
25
(1) This section applies if:
26
(a) a member gave notice (whether or not in writing) before the
27
day Schedule 2 to the amending Act commences to a
28
company, the responsible entity of a registered scheme or a
29
disclosing entity, to the effect that the member elects to be
30
sent one or more classes of document in physical form, or in
31
electronic form; and
32
Schedule 2
Meetings and sending documents
42
Corporations Amendment (Meetings and Documents) Bill 2021
No. , 2021
(b) some or all of the documents in those classes are documents
1
to which Division 2 of Part 1.2AA, as inserted by that
2
Schedule, applies (the
covered documents
); and
3
(c) the member is the recipient in relation to the covered
4
documents under that Division and is mentioned in
5
subsection 110E(1), as inserted by that Schedule; and
6
(d) the member had not withdrawn the election before that day;
7
and
8
(e) the election is not an election under section 253RB, 253RC
9
or 314 of this Act, as in force immediately before that day.
10
(2) An election of the member under section 110E, as inserted by that
11
Schedule, to be sent the covered documents in physical form or in
12
electronic form (corresponding to the election mentioned in
13
paragraph (1)(a)) is taken to be in force on and after that day.
14
(3) Subsection (2) has effect subject to paragraph 110E(7)(b)
15
(withdrawal of election).
16
1687J Review of operation of laws
17
(1) The Minister must cause a review to be undertaken of the operation
18
of this Act, as in force immediately after the commencement of this
19
section, resulting from the amendments made by:
20
(a) Schedule 1 to the
Treasury Laws Amendment (2021
21
Measures No. 1) Act 2021
; and
22
(b) the
Corporations Amendment (Meetings and Documents) Act
23
2021
.
24
(2) The review must be conducted no later than the earliest practicable
25
day after the end of 2 years after the commencement of Schedule 1
26
to the
Corporations Amendment (Meetings and Documents) Act
27
2021
.
28
(3) The Minister must cause one or more written reports about the
29
review to be prepared.
30
(4) If there is more than one report under subsection (3), each of those
31
reports need not deal with the operation of all the amendments
32
mentioned in subsection (1). However, the reports as a whole must
33
deal with all of those amendments.
34
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Schedule 2
No. , 2021
Corporations Amendment (Meetings and Documents) Bill 2021
43
(5) The Minister must cause a copy of a report under subsection (3) to
1
be tabled in each House of the Parliament within 15 sitting days of
2
that House after the report is given to the Minister.
3
48 In the appropriate position in Schedule 3
4
Insert:
5
6
Subsection 110F(3)
30 penalty units
Subsection 110G(3)
30 penalty units
Subsection 110J(2)
30 penalty units
Subsection 110K(1)
30 penalty units
Subsection 110K(2)
30 penalty units
Subsection 110K(3)
30 penalty units
49 In the appropriate position in Schedule 3
7
Insert:
8
9
Subsection 253UB(3)
40 penalty units
Subsection 253UC(4)
40 penalty units
Subsection 253UD(3)
40 penalty units
Subsection 253UE(4)
40 penalty units
Subsection 253UF(2)
40 penalty units
Subsection 253UF(3)
40 penalty units
Subsection 253UG(1)
40 penalty units
Subsection 253UG(2)
40 penalty units
50 Schedule 3 (table item dealing with subsections 314(1)
10
and (1AB)
, column headed "Provision")
11
Omit "Subsections 314(1) and (1AB)", substitute "Subsection 314(1)".
12