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A corrigendum to this notice was published on 1 July 2022, Notice No. 2022-go2611.

Notice Type
Departmental
Notice Title

COVID-19 Response (Requirements For Entities—Modifications and Exemptions) (Exemptions from Companies Act 1993 and Limited Partnerships Act 2008) Notice 2022

Publication Date
13 Apr 2022

Tags

Exemptions Business, Innovation and Employment COVID-19 Response (Requirements For Entities—Modifications and Exemptions) Act

Notice Number

2022-go1375
Title
View PDF
File Type and Size
PDF (64 KB)

Pursuant to section 26 of the COVID-19 Response (Requirements For Entities—Modifications and Exemptions) Act 2020, I, as Registrar of Companies, hereby notifies the granting of the following exemptions from the Companies Act 1993 and the Limited Partnerships Act 2008.

Notice

1. Title

This notice is the COVID-19 Response (Requirements For Entities—Modifications and Exemptions) (Exemptions from Companies Act 1993 and Limited Partnerships Act 2008) Notice 2022.

2. Commencement

This notice comes into force on 14 April 2022.

3. Revocation

The exemptions in this notice are revoked at the end of the initial period or the end of the further period, whichever is applicable.

4. Interpretation

(1) In this notice, unless the context otherwise requires,—

initial period means the period that starts on 3 November 2021 and ends on 30 April 2022

further period means a period that starts on 1 May 2022 and ends on no later than 30 October 2022, if the power to make exemptions is extended by an Order in Council made under section 42B of the COVID-19 Response (Requirements For Entities—Modifications and Exemptions) Act 2020

relevant Act means either the Companies Act 1993 or the Limited Partnerships Act 2008

relevant provision, in relation to an exemption in this notice, means the provision of the relevant Act in respect of which a person is relying on the exemption.

(2) Any term or expression that is defined in the relevant Act and used, but not defined, in this notice has the same meaning as in the relevant Act to which the exemption applies.

Application (Including Retrospective Application)

5. Exemptions Apply From 3 November 2021 to 30 April 2022 Unless Further Period Applies

(1) The exemptions in this notice apply to acts or omissions that occur within the period that starts on 3 November 2021 and ends on 30 April 2022, unless the further period applies.

(2) For the purposes of this clause, an omission includes a failure to comply with a relevant provision within the time frame required by the relevant Act.

6. Exemptions Apply Only if Compliance Affected by COVID-19

(1) A company or an overseas company (A) qualifies for an exemption from a relevant provision of the Companies Act 1993 only if a majority of A’s directors believes, on reasonable grounds, that—

  1. complying with the provision is unduly onerous or burdensome because of the effects of COVID-19; or
  2. the provision is not reasonably capable of being complied with because of the effects of COVID-19.

(2) A limited partnership (A) qualifies for an exemption from a relevant provision of the Limited Partnerships Act 2008 only if a majority of A’s general partners believes, on reasonable grounds, that—

  1. complying with the provision is unduly onerous or burdensome because of the effects of COVID-19; or
  2. the provision is not reasonably capable of being complied with because of the effects of COVID-19.

Exemptions for Meetings of Shareholders – Companies Act 1993

7. Exemption From Time Frame Requirements for Holding Annual Meeting of Shareholders

A company (A) is exempted from section 120 of the Companies Act 1993 (annual meeting of shareholders) to the extent that that section requires A to comply,—

  1. for the first annual meeting of shareholders, within 18 months after A’s registration; and
  2. for any subsequent annual meeting,—
    1. not later than 6 months after A’s balance date; and
    2. not later than 15 months after the previous annual meeting.

8. Conditions of Exemption in Clause 7

The exemption in clause 7 is subject to the conditions that the company (A) complies with section 120 of the Companies Act 1993,—

  1. for the first annual meeting of shareholders,—
    1. within 24 months after A’s registration; and
    2. not later than 30 April 2022 or the end of the further period, whichever is applicable; and
  2. for any subsequent annual meetings,—
    1. not later than 12 months after A’s balance date; and
    2. not later than 21 months after the previous annual meeting; and
    3. not later than 30 April 2022 or the end of the further period, whichever is applicable; and
  3. gives notice to the Registrar as required under clause 13.

Financial Reporting Exemptions – Companies Act 1993

9. Exemptions From Time Frame Requirements for Financial Reporting

(1) A company or an overseas company (A) is exempted from the following provisions of the Companies Act 1993 to the extent that they require A to comply within five months after A’s balance date:

  1. section 201 (financial statements must be prepared); and
  2. section 202 (group financial statements must be prepared); and
  3. section 207E (financial statements must be registered).

(2) If an overseas company is exempted from section 201 or 202 of the Companies Act 1993, it is also exempted from section 204(1) and (2) of that Act (financial statements for overseas company must include financial statements for large New Zealand business) to the extent that the Companies Act 1993 requires the overseas company to comply within five months after its balance date.

10. Conditions of Exemptions in Clause 9

(1) The exemptions in clause 9 are subject to the conditions that the company or overseas company (A)—

  1. complies with each relevant provision—
    1. as soon as practicable after the expiry of the period of five months after A’s balance date (whether that period expires before or after this notice comes into force); and
    2. not later than 30 April 2022 or at the end of the further period, whichever is applicable; and
  2. gives notice to the Registrar as required under clause 13.

Exemptions for Annual Reports – Companies Act 1993

11. Exemptions From Time Frame Requirements for Annual Reports

(1) A company (A) is exempted from section 208 of the Companies Act 1993 (obligation to prepare annual report) to the extent that that section requires A to comply within 5 months after A’s balance date.

(2) A is exempted from section 209(1)(a) of the Companies Act 1993, which is about sending shareholders a copy of the annual report, to the extent that A must comply not less than 20 working days before the date fixed for holding the annual meeting of shareholders.

12. Conditions of Exemptions in Clause 11

The exemptions in clause 11 are subject to the conditions that the company (A)—

  1. complies with section 208 of the Companies Act 1993—
    1. within 11 months after A’s balance date; and
    2. not later than 30 April 2022 or the end of the further period, whichever is applicable; and
  2. complies with section 209(1)(a) of the Companies Act 1993—
    1. at least 10 working days before the date fixed for holding the annual meeting of shareholders (whether or not that date is fixed in reliance on an exemption in clause 7); and
    2. not later than 10 working days before the end of the initial period or the end of the further period, whichever is applicable; and
  3. gives notice to the Registrar as required under clause 13.

Notice Requirements – Companies Act 1993

13. Requirements for Notice to Registrar

(1) This clause applies if this notice requires a company or an overseas company (A) to give notice to the Registrar as a condition of an exemption.

(2) A must give the notice to the Registrar—

  1. as soon as practicable after A decides to rely on the exemption; and
  2. not later than 30 April 2022 or the end of the further period, whichever is applicable.

(3) The notice must—

  1. identify each provision of the Companies Act 1993 in respect of which A is relying on an exemption; and
  2. state why A qualifies for each exemption under clause 6(1); and
  3. be signed by a majority of A’s directors.

(4) To avoid doubt, the notice may be given in written or electronic form.

Financial Reporting Exemptions – Limited Partnerships Act 2008

14. Exemptions From Time Frame Requirements for Financial Reporting

(1) The general partners of a large limited partnership (A), or of a limited partnership that has opted into compliance under section 75F of the Limited Partnerships Act 2008 (B) are exempted from the following provisions of the Limited Partnerships Act 2008 to the extent that they require A or B to comply within 5 months after A or B’s balance date:

  1. section 75 (financial statements must be prepared); and
  2. section 75C (distribution of financial statements).

15. Conditions of Exemptions in Clause 14

The exemptions in clause 14 are subject to the conditions that the general partners of a large limited partnership (A), or of a limited partnership that has opted into compliance with sections 75 or 75C under section 75F of the Limited Partnerships Act 2008 (B)—

  1. complies with each relevant provision—
    1. as soon as practicable after the expiry of the period of five months after A or B’s balance date (whether that period expires before or after this notice comes into force); and
    2. not later than 30 April 2022 or at the end of the further period, whichever is applicable; and
  2. gives notice to the Registrar as required under clause 16.

Notice Requirements – Limited Partnerships Act 2008

16. Requirements for Notice to Registrar

(1) This clause applies if this notice requires the general partners of a large limited partnership (A), or of a limited partnership that has opted into compliance with sections 75 or 75C under section 75F of the Limited Partnerships Act 2008 (B) to give notice to the Registrar as a condition of an exemption.

(2) A or B must give the notice to the Registrar—

  1. as soon as practicable after A or B (as applicable) decides to rely on the exemption; and
  2. not later than 30 April 2022 or the end of the further period, whichever is applicable.

(3) The notice must—

  1. identify each provision of the Limited Partnerships Act 2008 in respect of which A or B is relying on an exemption; and
  2. state why A or B qualifies for each exemption under clause 6(2); and
  3. be signed by a majority of A’s general partners or by a majority of B’s general partners (as applicable).

(4) To avoid doubt, the notice may be given in written or electronic form.

Dated at Wellington this 11th day of April 2022.

SANJAI RAJ, Registrar of Companies.

Statement of Reasons

This notice, which comes into force on 14 April 2022 and is revoked on the close of 30 April 2022 or at the end of the further period (whichever is applicable), exempts companies, overseas companies and limited partnerships that are affected by COVID-19 (affected persons) from compliance with certain obligations under the relevant Acts.

The effect of the exemption is to modify or relax the requirements for affected persons to comply with the following procedural and administrative matters in:

  • the Companies Act 1993:
    • time frame requirements in relation to holding annual meetings of shareholders, preparing annual reports, and sending annual reports to shareholders (under sections 120, 208, and 209 of the Companies Act 1993 respectively); and
    • time frame requirements in relation to the financial reporting requirements under sections 201, 202, 204, and 207E of the Companies Act 1993; and
  • the Limited Partnerships Act 2008:
    • time frame requirements in relation to the financial reporting requirements under sections 75 and 75C of the Limited Partnerships Act 2008.

The above time frame extensions do not allow the time for compliance to be extended beyond 30 April 2022 or at the end of the further period, whichever is applicable, and some extensions are limited to a defined period.

The exemptions only apply—

  • from 3 November 2021 up until the close of 30 April 2022 or the end of the further period if the power to make exemptions is extended by an Order in Council made under section 42B of the COVID-19 Response (Requirements For Entities—Modifications and Exemptions) Act 2020, whichever is applicable; and
  • if the majority of directors of the company or overseas company or the general partners of the limited partnership believes, on reasonable grounds, that—
    • complying with the relevant provision is unduly onerous or burdensome because of the effects of COVID-19; or
    • the relevant provision is not reasonably capable of being complied with because of the effects of COVID-19; and
  • if the affected person—
    • notifies the Registrar of Companies that it is relying on the exemption; and
    • complies with the specified conditions.

The Registrar of Companies (the Registrar) considers it appropriate to grant the exemptions because the Registrar is satisfied that—

  • granting the exemptions is necessary or desirable to enable the modification or relaxation of certain procedural or administrative requirements in the relevant Acts that—
    • are unduly onerous or burdensome because of the effects of COVID-19; or
    • may not be reasonably capable of being complied with because of the effects of COVID-19; and
  • the extent of the exemption is not broader than is reasonably necessary to address the matters that gave rise to the exemption; and
  • the exemption is the most appropriate way of addressing those matters at this time.