Exemptions from compliance obligations

A COVID-19 Response Bill has passed into law that gives Registrars and Ministers the power to grant exemptions from certain statutory obligations (such as calling or holding meetings and auditing, assurance, or financial reporting or review requirements).

Under the exemption provisions, the responsible Registrar or Minister may grant exemptions from the following statutory obligations:

  1. calling or holding meetings (including procedures at meetings)
  2. a method or form of voting
  3. giving or receiving information
  4. making or keeping new records
  5. rights to inspect or access information or records
  6. a method or form of dispute resolution (excluding rights of access to courts)
  7. a method or form of disciplinary procedures
  8. auditing, assurance, or financial reporting or review requirements
  9. any other matter specified by regulations.

No exemption can dilute the number or need for a quorum.

The Chief Judge of the Māori Land Court may grant relief without an application in relation to the following:

  1. the terms of a trust set out by order relating to a Māori land trust
  2. the terms of an order incorporating a Māori incorporation
  3. the terms of a trust set out by order relating to a Māori reservation.

Which entities may make use of these provisions

The provisions apply to:

  • building societies
  • charitable trust boards
  • companies
  • credit unions
  • firms
  • friendly societies
  • incorporated societies
  • industrial and provident societies
  • limited partnerships.

The provisions also apply to the following Māori governance entities:

  • assembled owners (under Te Ture Whenua Māori Act)
  • a mandated iwi organisation (under the Māori Fisheries Act)
  • a Māori Association (under the Māori Community Development Act)
  • a Māori land trust
  • a Māori incorporation
  • a body corporate or the trustees of a trust appointed to administer a Māori reservation, and
  • a Māori Trust Board.

Questions and answers

How long will these provisions be in force?

These provisions apply until 30 November 2020, unless extended by an Order in Council, up to but no later than 31 March 2021.

How do entities apply for statutory deadlines to be relaxed?

Relaxing statutory deadlines falls within the exemption powers of the responsible Registrar or Minister. There is no application process, but exemptions won’t be made unless there are clear problems to resolve. Entities should contact the Registrar or agency and explain their issues.

How long can an entity delay holding its annual meeting or filing returns?

The expectation is that this relief is temporary and entities should comply with their statutory obligations in their constitutions or rules where it’s reasonable for them to do so. Entities can use electronic communications, including electronic meetings, even if their constitutions or rules do not allow them to.

Who will oversee these provisions?

The relevant authorities are the responsible Registrar or agency.

For all entities other than the Māori governance entities, the responsible Registrar is the Registrar who acts under the legislation under which the entity is registered or incorporated.

For the Māori governance entities:

  • The responsible Registrars/agencies for the purposes of the electronic means and modification provisions are:
    • The Chief Registrar of the Māori Land Court for entities under the Te Ture Whenua Māori Act
    • Te Puni Kōkiri for Māori Associations and Māori Trust Boards
    • Te Ohu Kaimoana for mandated iwi organisations
  • The responsible registrars or Ministers for the purposes of the exemption provisions are:
    • The Minister for Māori Development (for entities under the Te Ture Whenua Māori Act, the Māori Community Development Act and the Māori Trust Boards Act)
    • The Minister for Fisheries (for entities under the Māori Fisheries Act)
  • The Chief Judge of the Māori Land Court is also empowered to grant relief to entities under the Te Ture Whenua Māori Act in relation to provisions that are usually set by the Court (e.g. terms of trust deeds).
  • An entity may have more than one responsible Registrar if, for example, they are also an incorporated society.