The Probuild and Virgin Australia administrations confirm that virtual meetings in external administrations are now an integral part of insolvency in a post-pandemic world. Although recent changes to the Insolvency Practice Rules (Corporations) 2016 (Cth) (IPR) provide greater flexibility, there are aspects that insolvency practitioners need to consider and Court directions may be necessary.

Commencing on 11 February 2022, the IPRs were amended to ensure virtual meetings in external administrations operate as intended, see Insolvency Practice Rules (Corporations) Amendment (Virtual Meetings and Electronic Communication) Rules 2022 (Cth).

The changes included:

• A notice of a virtual meeting lodged with ASIC must include a statement that the persons entitled to attend a virtual meeting have been given sufficient information to attend the meeting. The amendments acknowledge that the convenor may limit meeting access information to persons entitled to attend the meeting (such as proven creditors), so some security is justified.
• Convenors of virtual meetings must specify in the notice of the meeting whether the vote will be taken on a poll. If the notice does not require votes to be taken on a poll, votes must be taken on a ‘show of hands’ using any electronic mechanism unless a poll is requested.
• Where virtual meeting technology is used, each participant must be given the opportunity to participate in the vote in real time. This applies to the poll and show of hands voting methods.
• Documents can be tabled at meetings if they are made reasonably accessible to the attendees. This includes using ‘screen sharing’ and providing an electronic or physical copy of the document before or during the meeting.

These changes complement the Federal Government’s reforms to electronic signing of company documents. Companies can execute agreements electronically under section 127 of the Corporations Act 2001 (Cth).^[1] Further, as of 22 February 2022, companies are now able to use electronic signatures as a means of executing company documents, including deeds, notices, minutes and resolutions.^[2]

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Raise your virtual hand! Post-pandemic meetings in external administrations