Corporations (Coronavirus Economic Response) Determination (No. 3) 2020

Administered by Department of the Treasury

Legislation au F2020L01194 Not in force Legislative Instrument

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EXPLANATORY STATEMENT

Issued by authority of the Treasurer

Corporations Act 2001

Corporations (Coronavirus Economic Response) Determination (No. 3) 2020

Section 1362A of the Corporations Act 2001 (the Act) provides that the Minister may, by legislative instrument, exempt specified classes of persons from the operation of specified provisions of the Act or the Corporations Regulations 2001 (the Regulations). Section 1362A of the Act also provides that the Minister may, by legislative instrument modify provisions of the Act or the Regulations in relation to specified classes of persons.

The purpose of the instrument-making power is to provide the Minister with a temporary power to provide short-term regulatory relief to those who are unable to meet their obligations under the Act or the Regulations due to the Coronavirus, and short-term regulatory changes to facilitate continuation of business or mitigate the economic impact of Coronavirus.

The Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 (the Determination) remakes the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 (first instrument). The Explanatory Statement for the first instrument explains the effect of the Determination.

The first instrument is being remade by the Determination to ensure that for at least the rest of this year, companies can hold their Annual General Meeting (AGM), and other meetings, using technology rather than face-to-face. Stakeholders have indicated that many companies would typically hold their AGMs between when the first instrument is due to expire and the end of the year. As the Coronavirus situation is uncertain, public health and travel restrictions may continue to limit face‑to-face meetings. The Determination will facilitate continuation of business in circumstances relating to the coronavirus, by enabling companies to plan their AGMs and other meetings with certainty that they can go ahead while also complying with any Coronavirus-related restrictions that are in place at that time.

The Determination also extends the timeframe for companies to use electronic signatures in this uncertain time when public health and travel restrictions and postal delays remain in place. This gives certainty that when company officers sign a document electronically (including an electronic document), the document has been validly executed.

On this basis the Treasurer is satisfied that the modifications in the Determination are appropriate to facilitate the continuation of business in circumstances relating to the Coronavirus, and that it would not be reasonable to expect companies and those with dealings with them to comply with the provisions because of the impact of the Coronavirus.

The Determination has effect for six months from when it is made.

An exemption from Regulation Impact Statement requirements was granted by the Prime Minister as there were urgent and unforeseen events.

A more detailed explanation of the Determination is at Attachment A.

A Statement of Compatibility with Human Rights is at Attachment B.

ATTACHMENT A

Details of the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020

Section 1 – Name

The title of the Determination is the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 (the Determination).

Section 2 – Commencement

This Determination takes effect on the day after it is registered on the Federal Register of Legislation.

Section 3 – Authority

The Determination is made under section 1362A of the Act.

Sections 4 – 8

Please refer to the Explanatory Statement for the first instrument (FRL ID:  F2020L00553).

Paragraph 5(3)(b) was updated so that companies that have already given notice of a meeting do not have to issue it again where it already informs members how they may participate in a meeting using technology.

A numbering error was addressed at subsection 7(3).

Section 9 – repeal and savings

The Determination is repealed at the end of the period of six months beginning on the day after the Determination was made, in line with the effect of paragraph 1362A(4)(a) of the Act.  

The Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 is repealed as this Determination, which is otherwise the same in terms of the substantive provisions, replaces it. Section 9 is inserted to confirm that it is intended that this Determination saves conduct that a company has done, such as giving a notice or using an electronic signature while the first Determination was in force, so that it is not required to repeat anything it has already done.

 


ATTACHMENT B

Statement of Compatibility with Human Rights

Prepared in accordance with Part 3 of the Human Rights (Parliamentary Scrutiny) Act 2011

Corporations (Coronavirus Economic Response) Determination (No. 3) 2020

This Legislative Instrument is compatible with the human rights and freedoms recognised or declared in the international instruments listed in section 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.

Overview of the Legislative Instrument

The Legislative Instrument modifies certain provisions of the Corporations Act 2001 (the Act) and Corporations Regulations 2001 to exempt certain persons from the operation of certain provisions where those provisions interfere with the company or person’s ability to manage their business through the impacts of the Coronavirus.

Human rights implications

This Legislative Instrument engages Article 12 of the ICESCR – right to health.

Article 12 of the International Covenant on Economic, Social and Cultural Rights protects the right of all individuals to enjoy the highest attainable standards of physical and mental health. This includes the application of measures for the prevention, treatment and control of epidemic, endemic, occupational and other diseases.

This Legislative Instrument promotes the right to health by assisting to control the spread of communicable diseases that may cause serious harm to human health. The Act requires or permits companies to hold certain meetings at physical venues. This Legislative Instrument modifies the operation of the Act so that companies are permitted to hold meetings using one or more technologies. This allows meetings to proceed, without contributing to the spread of communicable diseases that can occur when large numbers of people gather together.

Conclusion

This Legislative Instrument is compatible with human rights as it does not raise any human rights issues.

 

Overview

The Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 was enacted to provide temporary regulatory relief and changes to the Corporations Act 2001 and Corporations Regulations 2001 in response to the economic impacts of the COVID-19 pandemic. The Determination, issued by the Treasurer under the authority of section 1362A of the Corporations Act, aims to facilitate business continuity by allowing companies to hold their Annual General Meetings (AGM) and other meetings using technology instead of in person. This change was deemed necessary due to the uncertainty of the pandemic, which could result in ongoing public health and travel restrictions limiting face-to-face gatherings. Additionally, the Determination extends the use of electronic signatures to account for potential postal delays and public health restrictions, ensuring that companies can still conduct essential business operations while complying with health guidelines. The policy objective of this legislation is to mitigate the economic impact of the Coronavirus by providing flexibility and regulatory certainty to businesses.

Scope and Application

The Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 applies to companies and other entities subject to the Corporations Act 2001, particularly those affected by the COVID-19 pandemic. The Determination seeks to provide regulatory relief to these entities by exempting them from certain obligations under the Corporations Act and the Corporations Regulations 2001. This relief is intended to facilitate the continuation of business operations and mitigate the economic impact of the Coronavirus. The Determination is applicable across Australia, as it is a Commonwealth instrument, and it has a specific six-month duration from the day it is registered on the Federal Register of Legislation. It remakes and replaces the previous Corporations (Coronavirus Economic Response) Determination (No. 1) 2020, addressing some errors and clarifying certain provisions to ensure its continued effectiveness until the end of the year. The Determination was made under section 1362A of the Corporations Act 2001 and exempts specified classes of persons from certain provisions of the Act or the Regulations due to the Coronavirus, as well as modifying those provisions in relation to specified classes of persons. The instrument ensures that companies can hold their Annual General Meetings and other meetings using technology, and extends the timeframe for using electronic signatures, addressing the uncertainties brought about by the Coronavirus situation. The Determination also includes a Statement of Compatibility with Human Rights, confirming that it is compatible with the human rights and freedoms recognised or declared in the international instruments listed in the Human Rights (Parliamentary Scrutiny) Act 2011.

Key Provisions

The Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 primarily modifies certain provisions of the Corporations Act 2001 and the Corporations Regulations 2001 to provide relief and facilitate business continuity in the context of the Coronavirus pandemic. Under section 1362A of the Corporations Act 2001, the Minister has the authority to exempt certain classes of persons from the operation of specified provisions of the Act or the Regulations, as well as to modify those provisions in relation to specified classes of persons. The Determination allows companies to hold their Annual General Meetings (AGM) and other meetings using technology instead of face-to-face interactions, and it extends the timeframe for using electronic signatures due to public health and travel restrictions (sections 4–8). The Determination is effective for six months from its registration on the Federal Register of Legislation and will automatically expire after this period (section 9). The Determination imposes obligations on companies to ensure compliance with the modified provisions, allowing them to hold AGMs and other meetings through technological means to mitigate the risk of Coronavirus transmission. Companies are also required to adhere to the extended timeframe for using electronic signatures to ensure business continuity. Companies that have already given notice of a meeting are exempt from issuing additional notices if the existing notice already informs members about participating in the meeting using technology (section 5(3)(b)). Additionally, the Determination ensures that conduct undertaken by companies, such as giving notice or using electronic signatures during the period when the first Determination was in force, is considered valid and does not need to be repeated (section 9). Breach of the provisions of the Determination could result in civil or criminal penalties, although specific penalties are not detailed in the Explanatory Statement. The Determination aims to provide regulatory relief and facilitate business continuity without imposing unreasonable burdens on companies during the Coronavirus pandemic. However, failure to comply with the requirements may still result in legal consequences as per the general provisions of the Corporations Act 2001. The Determination is also designed to be compatible with human rights, particularly the right to health under Article 12 of the International Covenant on Economic, Social and Cultural Rights, by enabling companies to hold meetings in a manner that reduces the risk of Coronavirus transmission.

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Sourced from the Federal Register of Legislation at 26 August 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au.