COVID exemptions for companies and administrators

Exemptions granted by the Registrar of Companies

Last updated 29 January 2021

New exemptions will further ease compliance obligations on companies, overseas companies, and their administrators, where they have been affected by COVID-19.

The exemptions, granted by the Registrar of Companies under the COVID-19 Response (Requirements For Entities-Modifications and Exemptions) Act 2020, modify requirements in regard to procedural and administrative matters in the Companies Act, as follows:

  • Time frames in relation to holding annual meetings of shareholders, preparing annual reports, and sending annual reports to shareholders, under sections 120, 208, and 209 respectively, are extended by 6 months (but to no later than 16 March 2021 in respect of section 209 and 31 March 2021 in respect of sections 120 and 208).
  • Time frames in relation to the financial reporting requirements under sections 201, 202, 204, and 207E are extended to allow these requirements to be met as soon as practicable after the deadlines specified in the Companies Act (but by no later than 31 March 2021). And
  • Certain meeting, voting, and notice requirements in sections 239AK, 239AL, 239AO, and 239AU are modified to provide for holding meetings remotely, electronic voting, and giving notices electronically.

The exemptions apply only to acts or omissions in the period from 21 March 2020 to 31 March 2021.

Give notice to the Registrar if you're relying on an exemption

If a company, overseas company, or administrator decides to rely on an exemption, they must send a notice to the Registrar as soon as practicable, and not later than 31 March 2021.

The notice must:

  • identify each provision of the Companies Act in respect of which they are relying on an exemption (for example, section 120); and
  • state why the company, overseas company, or administrator qualifies for the exemption (for example, an annual general meeting could not be held by the date required under section 120 because of particular COVID-19 restrictions). To qualify for the exemption, the majority of directors of the company or overseas company, or the administrator must believe, 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 or being complied with, or complied with fully, because of the effects of COVID-19; and
  • be signed by a majority of the directors of the company or overseas company, or by the administrator (as applicable).

A notice meeting all of the above requirements should be emailed to the Registrar at: fra@companies.govt.nz