Consultation on proposed exemptions to Companies Act requirements has closed

The Ministry of Business, Innovation & Employment has finished consultation on behalf of the Registrar of Companies on proposed exemptions from certain requirements in the Companies Act 1993.

The proposed exemptions will exempt companies, overseas companies, and administrators that were affected by COVID-19 (affected persons) from compliance with certain obligations under the Companies Act.

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

  • 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 respectively);
  • time frame requirements in relation to the financial reporting requirements under sections 201, 202, 204, and 207E; and
  • certain meeting, voting, and notice requirements in sections 239AK, 239AL, 239AO, and 239AU of the Act that do not clearly provide for holding meetings remotely, electronic voting, and giving notices electronically.

The proposed exemptions will apply to acts and omissions that occur within the period that starts on 21 March 2020 and ends on 31 March 2021.

The Registrar has the power to grant these proposed exemptions under section 26 of the COVID-19 Response (Requirements For Entities—Modifications and Exemptions) Act 2020 .

If affected persons want to rely on an exemption, they will be subject to a number of proposed conditions. In particular, it will be necessary to explain why:

  • 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 or being complied with, or complied with fully, because of the effects of COVID-19.

 

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