15 NOVEMBER 2012 NEW ZEALAND GAZETTE, No. 136

3975

overseas financial statements means the financial statements (if any) and consolidated group financial statements (if any) that are required to be prepared for the exempt overseas company, or the group of which it forms part, in accordance with the laws of the specified jurisdiction in which the exempt overseas company is incorporated (including overseas legislation).

overseas GAAP, in relation to an exempt overseas company, means the accounting practice, principles, and standards of the specified jurisdiction in which the exempt overseas company is incorporated, as specified in the third column of the Schedule.

overseas legislation, in relation to an exempt overseas company, means the legislation of the specified jurisdiction in which the exempt overseas company is incorporated, as specified in the second column of the Schedule.

required financial statements, in relation to an exempt overseas company, means:

(a) the overseas financial statements prepared for the company; and

(b) the financial statements referred to in section 8(1) of the Act for its New Zealand business prepared as if that business were conducted by a company formed and registered in New Zealand.

specified jurisdiction means a jurisdiction specified in the first column of the Schedule.

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

5. Exemptions for directors of exempt overseas companies—(1) Every director of an exempt overseas company is exempted from the following provisions of the Act in respect of the company:

(a) Sections 10(1), 11, 13 and 14 of the Act, except to the extent that they apply to financial statements for the exempt overseas company’s New Zealand business; and

(b) section 19(3) of the Act to the extent that it requires copies of the financial statements and group financial statements of the company together with a copy of the approved auditor’s report on those statements, to be delivered to the Registrar for registration.

6. Conditions—The exemptions in clause 5 are subject to the conditions that:

(a) the required financial statements comply with overseas GAAP; and

(b) if, in complying with overseas GAAP, the required financial statements do not give a true and fair view of the matters to which they relate, the directors add information and explanations that will give a true and fair view of those matters; and

(c) exempt overseas companies must deliver the required financial statements to the Registrar for registration within the same period as the financial statements must be filed in accordance with the laws of the specified jurisdiction in which the exempt overseas company is incorporated; and

(d) When delivered to the Registrar for registration, the required financial statements must be accompanied by:

(i) in the case of the financial statements for the exempt overseas company’s New Zealand business, an auditor’s report which complies with section 16 of the Act; and

(ii) to the extent that laws of the specified jurisdiction in which the exempt overseas company is incorporated (including overseas legislation) require that the financial statements and/or consolidated group financial statements that are required to be prepared for the exempt overseas company must be audited, an auditor’s report from an approved auditor that complies with the requirements of the relevant overseas legislation.

7. Accounting periods to which exemption apply—For the purposes of section 35D of the Act, the exemptions in clause 5 apply to the following accounting periods of an exempt overseas company:

(a) An accounting period of the 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 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.

Dated at Wellington this 15th day of November 2012.

Schedule

Overseas Legislation and GAAP of Specified Jurisdictions