Do you hold Virtual Meetings? ASIC’s Compliance Updates & What You Need to Know
O*NO! Your company just held a virtual meeting, but not everyone is happy. Some members struggled to ask questions, others couldn’t vote properly, and now you're wondering: Did we meet ASIC’s requirements?
With virtual shareholder and director’s meetings becoming a permanent fixture, ASIC has issued updated guidance to ensure they are fair, accessible, and legally compliant. If your business holds virtual or hybrid meetings, here’s what you need to know to stay on the right side of the law.
Why the Update?
Virtual meetings became essential during COVID-19, and permanent changes to the law followed. However, many businesses faced issues like:
Poor accessibility: Some members couldn’t join or fully participate.
Limited interaction: Some meetings were just one-way broadcasts.
Confusion around legal requirements: Companies weren’t sure if they were compliant.
To address these concerns, ASIC has now clarified the rules so businesses can run virtual shareholder and director’s meetings that are legally sound and engaging for all members.
What’s Changed?
ASIC’s latest guidance focuses on participation, accessibility, and transparency. The key updates include:
Equal participation is essential: Members must have the same opportunities to ask questions, engage in discussions, and vote as they would in an in-person meeting.
A phone-in option may be required: If internet access is a barrier, providing a dial-in option could be necessary to ensure fair participation.
Webcasts & online formats must be interactive: Meetings can’t just be passive broadcasts; members must be able to interact.
Company constitution challenges: Some company constitutions do not allow for meetings to be held virtually and are required to be updated to be able to host virtual meetings.
Notifying ASIC of constitutional changes: If your company’s constitution is updated to allow virtual meetings, you must notify ASIC.
Clear communication of meeting details: Companies must provide detailed instructions on how members can join, participate, vote, and get technical support.
These updates aim to ensure that virtual meetings are just as effective as in-person ones.
Legal Foundations: What You Must Follow
The right to hold virtual and hybrid meetings is based on amendments to the Corporations Act 2001. These changes were reviewed in the Final Report on Meetings and Documents Amendments (2024), which led to ASIC providing clearer guidance.
Key legal requirements for virtual meetings include:
Meetings must be conducted in a way that allows members to participate effectively.
Voting must be secure, verifiable, and clearly explained.
Meeting notices must provide clear instructions on how to access and engage in the meeting.
Companies must take reasonable steps to ensure accessibility for all members.
Failing to meet these standards could lead to legal disputes, ASIC scrutiny, or challenges to decisions made in a virtual meeting.
What Your Business Needs to Do
ASIC’s updated guidance on virtual meetings isn’t just about ticking compliance boxes; it’s about ensuring transparency, accessibility, and fairness in corporate governance. To meet these requirements and run legally sound virtual meetings, businesses should focus on the following key areas:
Ensure Your Company Constitution Allows it
To enable you to hold virtual or hybrid meetings, you must first check to see if your Company's constitution allows it. Generally speaking, for newer companies, this won’t be an issue, but if you have an older constitution, then it may not be allowed.
Review your Company's constitution to see if you are expressly permitted to hold virtual or hybrid meetings.
If you can’t, then update your Constitution now.
Tip: Work with a legal expert to ensure your constitutional changes align with ASIC’s requirements.
Notify ASIC of Any Constitutional Changes
If your company’s constitution is being updated to allow virtual or hybrid meetings, you must notify ASIC. This is a legal requirement under the Corporations Act 2001, and failure to comply could raise regulatory issues.
Ensure any amendments to your constitution explicitly allow for virtual meetings.
Lodge the required documentation with ASIC promptly.
Tip: Ensure your notification aligns with ASIC timelines.
Ensure Equal and Meaningful Participation
ASIC has made it clear that all members must have a fair chance to engage, ask questions, and vote. This means your virtual meeting setup should:
Allow members to ask live questions, either via audio or a moderated chat function.
Enable real-time discussions where appropriate, rather than just a one-way presentation.
Provide voting mechanisms that are accessible and easy to use, with clear instructions for members.
Tip: Use virtual platforms that support interactive features like Q&A sessions, live polling, and breakout rooms for discussion.
Offer Accessibility and Alternative Participation Methods
Not every member has the same level of digital literacy or access to high-speed internet. To avoid disenfranchising anyone, businesses should:
Offer a dial-in option for members who prefer to join via phone.
Ensure meeting platforms are compatible with screen readers and other assistive technologies.
Provide clear, step-by-step guides for members unfamiliar with virtual meeting tools.
Tip: Run a test session before the official meeting to help members get comfortable with the platform.
Maintain Records and Transparency
Keeping clear and accurate records of your virtual meetings is crucial. ASIC recommends:
Recording attendance, including how members joined (e.g., online platform, phone).
Keeping a full record of questions asked and responses provided.
Storing voting records and resolutions securely for future reference.
Tip: Use automated transcription and recording tools to ensure nothing is missed.
Regularly Review Your Virtual Meeting Practices
Regulatory expectations and technology are constantly evolving, so businesses should:
Periodically assess whether their virtual meeting platforms and processes meet ASIC’s standards.
Gather feedback from members after meetings to identify areas for improvement.
Stay informed about any further ASIC updates on virtual meeting compliance.
Tip: Conduct annual compliance checks to ensure your virtual meeting processes remain up to date.
FAQs About Virtual Meetings
ASIC has provided additional clarification on common concerns about virtual and hybrid meetings. Here are some key FAQs from their latest guidance:
What is a virtual-only meeting, and how does it differ from a hybrid meeting?
In this FAQ, we refer to two types of virtual meeting held by companies and registered schemes: hybrid meetings and virtual-only meetings.
Both use virtual technology to facilitate the meeting. A virtual-only meeting is held entirely using virtual meeting technology – so this is the only way to participate in the meeting. At a hybrid meeting there is also one or more physical places at which the meeting is held – so members can choose to attend in person or participate remotely via virtual technology.
In some cases, virtual meeting technology may also be used to link two meeting venues together.
Can I hold a hybrid meeting?
Yes. The Corporations Act allows hybrid meetings to be held for all companies and registered schemes – see section 249R(b) and section 252P(b). Entities can hold hybrid meetings even if their constitutions do not contain provisions specifically facilitating them. Under the Corporations Act, a member who attends the meeting virtually is taken for all purposes to be present at the meeting – see section 249RA(3) and section 252PA(3).
Can I hold a virtual-only meeting?
Yes. The Corporations Act allows companies and registered schemes to hold virtual-only meetings 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 – see section 249R(c) and section 252P(c).
Do I need to apply to ASIC to be able to hold a virtual meeting?
No. Hybrid meetings are permitted under the Corporations Act – see section 249R and section 252P. You will need to comply with the requirements in the legislation if you wish to hold a hybrid meeting – see question 12.
If your entity’s constitution expressly requires or permits virtual-only meetings, there is no need to apply to ASIC to hold a virtual-only meeting.
You should seek legal advice if you are unsure of these requirements. The Explanatory Memorandum (PDF 520 KB) related to the Corporations Amendment (Meetings and Documents) Act 2022 may also help entities to interpret these requirements.
Are there any specific requirements that apply to how I hold a virtual-only or hybrid meeting?
Yes. The Corporations Act specifies particular requirements that entities must comply with if they convene and hold meetings using virtual technology.
Broadly, for hybrid or virtual-only meetings, entities are required to ensure that they give members entitled to attend the meeting, as a whole, a reasonable opportunity to participate in the meeting. This includes, among other things, holding the meeting at a reasonable time and ensuring any virtual technology, if used, is reasonable. Additionally, entities must allow members who attend the meeting using virtual technology, as a whole, to exercise any rights to ask questions and make comments both orally and in writing – see section 249S and section 252Q and questions 13 and 14 below.
You should seek legal advice if you are unsure of these requirements. Paragraphs 1.81–1.97 in the Explanatory Memorandum (PDF 520 KB) may also help entities to interpret these requirements.
For the full list of FAQs, visit ASIC’s Virtual Meetings FAQs here.
Potential Pitfalls to Avoid
Even with ASIC’s updated guidance, businesses can still fall into common traps when conducting virtual meetings. These pitfalls don’t just create frustration for members—they can lead to non-compliance, disputes, and even regulatory scrutiny. Here’s what to watch out for:
One-way webcasts
Meetings must be interactive, not just a livestream.
Why? ASIC requires that members be able to engage with the meeting in real time. If a meeting is purely a one-way broadcast, it doesn’t allow for meaningful participation, which could lead to legal challenges or member dissatisfaction.
Restricting participation
Members must have a fair chance to speak and vote.
Why? ASIC’s guidance emphasizes equal participation. If members cannot ask questions, contribute to discussions, or vote effectively, decisions made during the meeting could be challenged for failing to meet legal standards.
Failing to address accessibility
Ignoring members with tech barriers could lead to compliance issues.
Why? Some members may lack reliable internet access or struggle with digital platforms. If no alternative (such as a phone-in option) is provided, those members are effectively excluded, which could be seen as unfair and non-compliant with ASIC’s participation requirements.
Not reporting constitutional updates
If you allow virtual meetings via constitutional changes, ASIC must be informed.
Why? Under the Corporations Act, significant changes to a company’s governance—such as allowing virtual-only meetings—must be reported to ASIC. Failing to do so could result in regulatory scrutiny or challenges to the validity of your virtual meetings.
Key Takeaways:
ASIC now requires virtual meetings to be fully interactive and accessible.
Equal participation is critical; members must be able to ask questions and vote.
Providing a phone-in option may be necessary for accessibility.
Companies must review and update their constitutions to allow for virtual meetings.
Companies must notify ASIC if they change their constitution to allow virtual meetings. Non-compliance could lead to legal disputes.
Need Help?
Virtual meetings are now a legal responsibility, not just a convenience. If you’re unsure whether your meetings comply with ASIC’s latest guidance, book your free 10 min chat with our team today here.
Boring legal stuff: This article is general information only and cannot be regarded as legal, financial or accounting advice as it does not take into account your personal circumstances. For tailored advice, please contact us. PS - congratulations if you have read this far, you must love legal disclaimers or are a sucker for punishment.