Pursuant to section 35B of the Financial Reporting Act 1993 ("the Act"), the Registrar of Companies gives the following notice (to which is appended a statement of reasons of the Registrar).
N o t i c e
1. Title This notice is the Financial Reporting Act
(GE Corporate NZ LLC) Exemption Notice 2010.
2. Commencement This notice comes into force on its notification in the New Zealand Gazette.
3. Expiry This notice expires on the close of 31 July 2015.
4. Application An exemption granted by this notice applies to the following accounting periods of the exempt overseas company:
(a) An accounting period of the exempt overseas company that commenced before the exemption is granted (including an accounting period that ended before the exemption is granted) if:
(i) in the case of copies of financial statements or group financial statements for that period that are required to be delivered for registration under section 19 of the Act, the exemption is granted before those documents are required to be delivered for registration under that section; or
(ii) in any other case, the exemption is granted before the financial statements or group financial statements for that period are required to be completed; and
(b) subsequent accounting periods.
5. Interpretation In this notice, unless the context otherwise requires:
Act means the Financial Reporting Act 1993.
exempt overseas company means GE Corporate
NZ LLC.
parent company means General Electric Company.
specified financial statements, in relation to the exempt overseas company, means the consolidated financial statements that are required to be prepared in respect of the parent company in accordance with the laws of the United States of America.
US GAAP means generally accepted accounting practice in the United States of America.
6. Exemptions for directors of the exempt overseas company Every director of the exempt overseas company is exempted from the following provisions in respect of the exempt overseas company:
(a) sections 10(1) and 11 of the Act to the extent
that these sections require stand-alone financial statements to be prepared for the exempt overseas company;
(b) sections 13 and 14 of the Act to the extent that
these sections require group financial statements to be prepared for the exempt overseas company; and
(c) section 19(3) of the Act to the extent that it requires copies of stand-alone financial statements for the exempt overseas company and group financial statements in relation to a group comprising that company and its subsidiaries, together with a copy of the auditor’s report on those statements, to be delivered to the Registrar for registration.
7. Conditions The exemptions in clause 6 are subject to the conditions that:
(a) the specified financial statements are delivered to the Registrar for registration as if they were the group financial statements required of the exempt overseas company in accordance with section 19(3) of the Act;
(b) the specified financial statements comply with
US GAAP;
(c) if, in complying with US GAAP, the specified financial statements do not give a true and fair view of the matters to which they relate, the directors of the exempt overseas company add information and explanations that will give a true and fair view of those matters; and
(d) the specified financial statements are accompanied by a report by an approved auditor that complies with the requirements which apply under the law of the United States of America.
Dated at Wellington this 11th day of March 2010.
Statement of Reasons
This notice, which comes into force on its notification in the New Zealand Gazette and expires on 31 July 2015, exempts the directors of GE Corporate NZ LLC, a company that was incorporated in the United States of America, from various provisions of the Financial Reporting Act 1993 ("the Act").
The effect of the exemptions is to exempt GE Corporate
NZ LLC ("the company") from the requirement under the Act to prepare stand-alone financial statements, and group financial statements for the company and its subsidiaries. In place of these financial statements the company is required to prepare and deliver for registration the consolidated group financial statements its parent company, General Electric Company, is required to prepare under the law in the United States of America.
The principal differences in financial statements provided relying on the exemptions are:
- the directors of the company will not file stand-alone financial statements or group financial statements for the company and its subsidiaries;
- the directors of the company will register consolidated financial statements for General Electric Company and its subsidiaries; and
- the consolidated financial statements will comply with US GAAP (rather than generally accepted accounting practice in New Zealand) and will be audited in accordance with the requirements under the law in the United States of America instead of the Act.
The Registrar considers that it is appropriate to grant the exemptions because:
- the Registrar has had regard to the financial reporting and audit requirements that must be complied with by the company in its home jurisdiction under which it is not required to prepare stand-alone financial statements or group financial statements;
- the company will still be required to file:
o financial statements for its New Zealand business, prepared in accordance with New Zealand generally accepted accounting practice;
o consolidated financial statements for General Electric company, prepared in accordance with US GAAP; and
o audit reports for the above financial statements and consolidated financial statements;
- the financial statements for the company’s New Zealand business and the consolidated group financial statements prepared for General Electric Company contain all the relevant information for the company required under sections 11 and 13 of the Act;
- the Registrar is satisfied that the financial statements
for the company’s New Zealand business and the consolidated group financial statements prepared for General Electric Company prepared for General Electric Company provide sufficient information to avoid any detriment to members of the public who have dealings with the company; and
- the Registrar is satisfied that the exemptions are not broader than what is reasonably necessary to address these difficulties and still require that financial statements for the company’s New Zealand business and the consolidated financial statements required to be prepared for General Electric Company under the laws of the United States of America be filed in New Zealand.
Date of notification in the New Zealand Gazette: 11 March 2010.
This notice is administered by the Registrar of Companies.