Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 (69 of 2023)

Schedule 1   Modernising business communications

Part 1   Documents and meetings under the Corporations Act 2001

Corporations Act 2001

19   After section 110J

Insert:

110JA Sender does not need to send document if member uncontactable

Sender taken to send document

(1) This section applies if:

(a) the sender is required or permitted to send a document to which this Division applies to the recipient under a provision of this Act; and

(b) the conditions in subsection (3) are satisfied; and

(c) any of the following apply:

(i) where the sender is a company - the recipient is a member of the company;

(ii) where the sender is the responsible entity of a registered scheme - the recipient is a member of the scheme;

(iii) where the sender is the corporate director of a CCIV - the recipient is a member of the CCIV;

(iv) where the sender is a disclosing entity mentioned in subsection 111AC(1) - the recipient is a member of the disclosing entity;

(v) where the sender is a disclosing entity mentioned in subsection 111AC(2) - the recipient is a member of the managed investment scheme mentioned in that subsection; and

(d) the sender sends the document in accordance with the provision mentioned in paragraph (a) to one or more other members of a kind mentioned in whichever of subparagraphs (c)(i) to (v) applies.

(2) For the purposes of the provision mentioned in paragraph (1)(a):

(a) the sender is taken to send the document, as required or permitted in accordance with that provision, at the later of:

(i) the time all of the conditions in paragraphs (3)(a), (b) and (c) are first satisfied; and

(ii) the time the sender first sends the document to one or more other members as mentioned in paragraph (1)(d); and

(b) the recipient is taken to receive the document when it is taken to be sent under paragraph (a) of this subsection.

Conditions for relief

(3) For the purposes of paragraph (1)(b), the conditions are that:

(a) the sender has received notification in relation to each of the following addresses that indicates it is not a current address for the recipient:

(i) if the sender is a company, responsible entity of a registered scheme or corporate director of a CCIV - the recipient's address in the company, scheme or CCIV's register of members;

(ii) any other addresses for the recipient, including any electronic addresses for receiving electronic communications, known to the sender because the recipient is a member mentioned in whichever of subparagraphs (1)(c)(i) to (v) applies; and

(b) the sender reasonably believes that none of those addresses are a current address for the recipient; and

(c) the sender is unable, after taking reasonable steps, to ascertain a current address for the recipient.

(4) For the purposes of paragraph (3)(c), the sender has not taken reasonable steps unless the sender has attempted to communicate with the recipient using all contact details for the recipient that are known to the sender because the recipient is a member mentioned in whichever of subparagraphs (1)(c)(i) to (v) applies.

Sender must send notice for relief to continue to apply after period of 18 months

(5) Subsection (6) applies if the period of 18 months starting on the day all of the conditions in paragraphs (3)(a), (b) and (c) are first satisfied has ended.

(6) Subsection (2) does not apply to the sending of a document mentioned in paragraph (1)(d) if, within the last 12 months of that period, the sender did not take reasonable steps to advise the recipient that:

(a) the sending of documents to which this Division applies to the recipient by the sender is suspended; and

(b) although that sending has been suspended, it will be resumed if the recipient provides a current address (which may be an electronic address) for being sent those documents.