NEW ZEALAND GAZETTE, No. 68 — 18 JUNE 2015

2015-go3553

Companies Act (Overseas Incorporated Companies—Australian Wholly-owned Entities) Exemption Notice 2015

Pursuant to section 207L of the Companies Act 1993, the Registrar of Companies gives the following notice (to which is appended a statement of reasons of the Registrar).

Notice

1. Title—This notice is the Companies Act (Overseas Incorporated Companies—Australian Wholly-owned Entities) Exemption Notice 2015.

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 2020.

4. Application—An exemption granted by this notice applies to the following accounting periods of an 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 sections 201 or 202 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 Companies Act 1993;

   Class Order means the Australian Securities and Investment Commission’s Class Order [98/1418] Wholly-owned entities;

   exempt overseas company means a company that:

   a. is incorporated in Australia;

   b. is a company to which sections 201 or 202 of the Act applies; and

   c. has been granted relief under the Class Order;

   specified financial statements, in relation to an exempt overseas company, means the consolidated financial statements that are required to be prepared in accordance with the relief granted under the Class Order in respect of the exempt overseas company;

   Australian GAAP means generally accepted accounting principles in Australia.

6. Exemptions for directors of exempt overseas companies—Every director of an exempt overseas company is exempted from the following provisions in respect of the exempt overseas company:

   a. sections 201 and 202 of the Act, except to the extent that these sections require financial statements to be prepared for the exempt overseas company’s New Zealand business in accordance with section 204 of the Act; and

   b. section 207E of the Act to the extent that it requires copies of the financial statements and group financial statements of the exempt overseas company to be delivered to the Registrar for registration.

   For the avoidance of doubt, this notice does not exempt an exempt overseas company from the requirement to prepare audited financial statements for its large New Zealand business.

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

   a. the specified financial statements comply with Australian GAAP; and

   b. the specified financial statements are audited by a qualified auditor in accordance with the relevant

   157