The Federal Court of Australia’s recent judgment in the matter of Energy Resources of Australia Limited [2022] FCA 176 demonstrates the risks to resigning company directors when they, or the company, fail to notify ASIC of their resignation in a timely manner – as well as the consequent time, effort and costs needed to rectify these failures.

The decision is also a reminder that retiring directors wishing to avoid personal responsibility for a company’s conduct need to notify ASIC promptly and effectively.

Companies can now sign documents by electronic means and with directors using electronic signatures. 

On 10 February 2022, the Australian Senate passed the Corporations Amendment (Meetings and Documents) Bill 2021.  The passing of the Bill now clarifies the execution requirements of companies when signing documents (including deeds) - whether in physical or electronic form, or a hybrid of physical and electronic.

The Full Court of the Federal Court recently delivered its judgment in the matter of Badenoch Integrated Logging Pty Ltd v Bryant, in the matter of Gunns Limited (in liq) (receivers and managers appointed) [2021] FCAFC 64.

The decision will undoubtedly have significant implications for the ongoing application of the peak indebtedness rule by creditors and liquidators.  

At the beginning of May, the Federal Treasurer issued a determination which modifies the operation of the Corporations Act 2001 (Cth) with respect to company meetings and the execution of documents by companies.

In order to mitigate the impact of COVID-19 on Australian companies, the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 ('the Determination') came into effect on 6 May 2020, and applies on a temporary basis until 6 November 2020.