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Senate vote throws extension of corporations’ e-signing of documents into turmoil

Yesterday afternoon the Senate voted to delay consideration of the Treasury Bill to extend electronic signing of documents by corporations to August 2021, leaving a period of uncertainty given the expiry of the existing temporary measures on 22 March 2021.

The Commonwealth Government had introduced the Treasury Laws Amendment (2021 Measures No. 1) Bill 2021 to embed temporary corporations measures such as electronic signing and changes to continuous disclosure obligations. The Bill followed consultation with stakeholders on exposure draft legislation and broad support for the extension of the temporary electronic signing measures for corporations introduced in response to the COVID-19 pandemic. The temporary signing measures had been introduced early in 2020 and extended to operate to 22 March 2021.

Yesterday in the Senate, the Opposition secured the support of the cross-bench in referring the Treasury Laws Amendment (2021 Measures No. 1) Bill 2021 to the Senate Economics References Committee for inquiry and report by 30 June 2021 and adjourning debate on the Bill in the Senate to the first sitting day in August 2021. In doing so, the Senate noted:

(a) the Treasury Laws Amendment (2021 Measures No. 1) Bill 2021 was introduced in the House of Representatives and read a first time on 17 February 2021;

(b) on 18 February 2021, the Senate referred the provisions of the bill to the Economics Legislation Committee (the committee) for inquiry and report by 12 March 2021;

(c) on 25 February 2021, the Senate extended the reporting date to 30 June 2021; and

(d) despite the decision of the Senate on 25 February 2021, the committee tabled its report on the bill on 12 March 2021, with many interested parties unable to make submissions to the shorter inquiry.

In opposing the reconsideration and delay, Senator Duniam, the Assistant Minister for Forestry and Fisheries and Assistant Minister for Industry Development made a short statement, saying:

“The bill extends the expiry date of existing temporary relief, allowing companies and their officers to meet regulatory requirements in respect of, amongst other things, document execution and virtual meetings using digital technologies, to 15 September 2021 and makes permanent the temporary changes made to continuous disclosure laws in May 2020, which are due to expire on 22 March this year. The government consulted extensively on these measures, including via submissions, reports and stakeholder meetings on the temporary reforms, hearings as part of the Senate Select Committee on Financial Technology and Regulatory Technology and a consultation on exposure draft legislation.”

Put to a division in the Senate the Commonwealth Government was defeated in opposing the motion by 32 votes to 30 with the cross-bench supporting the Opposition motion.

Given the delay to the legislation to embed electronic signing of documents by a corporation and the looming expiry of the temporary measures, attention will now turn to whether the temporary measures will or can be further extended to avoid a corporations e-signing cliff.

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