Listed and unlisted entities can choose to hold virtual AGMs beyond 31 March 2022
Listed and unlisted entities can choose to hold virtual AGMs beyond 31 March 2022
As a result of the unpredictability of COVID-19, many entities may wish to hold their AGM for the 31 December 2021 reporting season using only virtual technology (virtual-only AGM). However, the temporary exemption contained in the Corporations Act 2001 that enables entities to hold AGMs using virtual technology (virtual AGMs), including hybrid or virtual only meetings, expires on 31 March 2022.
While the new permanent exemption resulting from the Corporations Amendment (Meetings and Documents) Bill 2021 (Royal Assent received on 22 February 2022) commences 1 April 2022, many entities may not be able to hold virtual-only AGMs from 1 April 2022 because their constitutions may not expressly permit it (revised section 249R(c)). In such cases, approval to change the entity’s constitution to permit virtual-only AGMs in future would ordinarily be required at an in-person or hybrid meeting.
A company may hold a meeting of its members:
- at one or more physical venues; or
- at one or more physical venues and using virtual meeting technology; or
- using virtual meeting technology only, if this is required or permitted by the company’s constitution expressly.
To bridge this gap between 1 April 2022 and when an entity can hold an in-person or hybrid AGM to approve such a constitutional change, the Australian Securities and Investments Commission (ASIC) announced in its media release, MR 22-035 on 3 March 2022 that it was granting relief to allow entities to hold virtual-only AGMs in certain circumstances.
What types of entities can apply the relief?
ASIC Corporations (Virtual-only Meetings) Instrument 2022/129 provides relief to hold virtual-only AGMs as follows:
| Type of entity | Relief to hold a virtual-only AGM until |
| Listed company | 31 May 2022 |
| Listed and unlisted registered scheme | 31 May 2022 |
| Unlisted company (e.g. unlisted public company) | 30 June 2022 |
At the virtual-only AGM held on or before the deadlines noted above, entities can seek approval to change their constitutions to permit virtual-only AGMs in future.