(1) This Act comes into force on a date appointed by the Governor-General by Order in Council; and 1 or more orders may be made appointing different dates for different provisions and for different purposes.

(2) To the extent that it is not previously brought into force under subsection (1), the rest of this Act comes into force on 1 April 2017.

(3) In this section, provision includes any item, or any part of an item, in any of the schedules.

Section 2(1): sections 18–22 brought into force, on 1 April 2015, by clause 3(2) of the Financial Reporting Legislation Commencement Order 2014 (LI 2014/52).

Section 2(1): this Act (other than sections 18–22) brought into force, on 1 April 2014, by clause 3(1) of the Financial Reporting Legislation Commencement Order 2014 (LI 2014/52).

3 Overview

This Act makes amendments to other enactments in connection with the Financial Reporting Act 2013.

Amendments to Building Societies Act 1965

4 Principal Act

Sections 5 to 15 amend the Building Societies Act 1965 (the principal Act).

5 Section 2 amended (Interpretation)

(1) In section 2(1), replace the definition of financial year with:

“financial year, in relation to a society, means a year ending on a balance date of the society (within the meaning of section 41 of the Financial Reporting Act 2013), and if, as a result of the date of the incorporation of the society or a change of the balance date of the society, the period ending on that date is longer or shorter than a year, that longer or shorter period is a financial year”.

(2) In section 2(1), repeal the definitions of licensed auditor and registered audit firm.

(3) In section 2(1), insert in their appropriate alphabetical order:

“applicable auditing and assurance standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

6 Sections 90 to 94 and cross-heading above section 90 replaced

Replace sections 90 to 94 and the cross-heading above section 90 with:
“Accounting records and financial reporting
“90 Accounting records must be kept

Every society must comply with subpart 2 of Part 7 of the Financial Markets Conduct Act 2013 (which relates to accounting records).
“91 Financial reporting

“(1) Every society must comply with subpart 3 of Part 7 of the Financial Markets Conduct Act 2013 (which relates to the preparation, audit, and lodgement of financial statements).

“(2) The directors of every society must ensure that the financial statements of the society are laid before the society at the annual general meeting.
“92 Half-yearly financial statements must be prepared

“(1) Every society must ensure that, within 3 months after the end of the first half of the financial year, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the society and that first half of the financial year; and

“(b) dated and signed on behalf of the society by 2 directors of the society.

“(2) The financial statements referred to in subsection (1) must be—

“(a) published in the manner, or distributed to the persons, that are prescribed; and

“(b) audited by a qualified auditor if required by regulations made under this Act.”

7 Sections 95 to 97B replaced

Replace sections 95 to 97B with:
“95 Directors' report

“(1) The directors must prepare for submission at the annual general meeting a report on the state of the affairs of the society.

“(2) The directors' report must be attached to the financial statements laid before that meeting.

“(3) The directors of every society must ensure that every copy of the financial statements of the society referred to in section 91 that is issued, circulated, or published has attached to it, or is accompanied by,—

“(a) a copy of the directors' report; and

“(b) a copy of the auditor's report on those statements.
“96 Distribution of copies of financial statements and reports

“(1) The directors of every society must ensure that a copy of the financial statements to be laid before the society at the annual general meeting, a copy of the auditor's report on those statements, and a copy of the directors' report are, not less than 14 days before the date of the meeting,—

“(a) sent to each member of the society; or

“(b) published in major daily newspapers circulating generally in those parts of New Zealand where members reside.

“(2) The directors of every society must ensure that a copy of the directors' report is sent to the Registrar for registration within the time frame referred to in subsection (1).

“(3) Subsection (1)(b) is subject to the society's rules and to any conditions or requirements that may be prescribed.
“97 Depositors and members entitled to be supplied with copy of financial statements

“(1) Every depositor in or member of a society is entitled, on demand and without charge, to be supplied with copies of the last financial statements and reports of the society that are required to be laid before that society at the annual general meeting.

“(2) The directors of the society must ensure that the depositor or member is sent copies of the financial statements and reports within 7 days after the demand is made.

“(3) However, this section does not apply if the depositor in or member of the society—

“(a) has previously been sent copies of the financial statements and reports; or

“(b) has already demanded and received copies of the financial statements and reports under this section.
“97A Offences relating to laying financial statements before annual general meeting, half-yearly financial statements, directors' report, and distribution of financial statements

“(1) If any of sections 91(2), 92, 95, 96, and 97 are not complied with, every director of the society commits an offence and is liable on conviction to a fine not exceeding $10,000.

“(2) It is a defence to a director of a society charged with an offence under this section in respect of a requirement referred to in section 91(2), 92, 95, 96, or 97 if the director proves that—

“(a) the society took all reasonable and proper steps to ensure that the requirement would be complied with; or

“(b) the director took all reasonable steps to ensure that the requirement would be complied with; or

“(c) in the circumstances, the director could not reasonably have been expected to take steps to ensure that the requirement would be complied with.”

8 Section 98 amended (Appointment of auditors)

Repeal section 98(2) and (2A).

9 Section 100 replaced (Disqualifications for appointment as auditor)

Replace section 100 with:
“100 Qualifications of auditors and access to information

“(1) No person is qualified for appointment as auditor of a society unless he or she is a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013).

“(2) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to a society).”

10 Section 101 amended (Auditors' report, right of access to books, and right to attend meetings)

(1) In the heading to section 101, delete “, right of access to books,”.

(2) In section 101(1), delete “on the accounts examined by them, and”.
(3) Replace section 101(2) to (6) with:
- “(2) An auditor must, in carrying out an audit for the purposes of subsection (1) or section 92, comply with all applicable auditing and assurance standards.
- “(3) The auditor's report must comply with the requirements of all applicable auditing and assurance standards.”

11 Section 102 repealed (Accounts of groups in terminating society)

Repeal section 102.

12 Section 106 amended (Auditors' report on annual return)

In section 106(3)(c), replace “books of account and records” with “accounting and other records”.

13 Section 121B amended (Registration of documents)

In section 121B(1)(b), replace “section 97A(1)” with “section 96(1)”.

14 Section 130 amended (Form in which records may be kept)

In section 130(1) and (2), replace “book of account” with “accounting record”.

15 Section 137 amended (Regulations)

(1) Repeal section 137(1)(aa).
(2) Replace section 137(1)(ac) with:
- “(ac) requiring financial statements required under section 92 to be audited by a qualified auditor:”.

16 Consequential amendments to Building Societies Regulations 1989

(1) This section amends the Building Societies Regulations 1989.

(2) In the Part 2 heading, replace “Financial statements and annual” with “Annual”.

(3) Revoke regulations 17 to 38 and the cross-headings above regulations 17, 23, 25, and 38.

(4) Revoke Schedule 4.

17 Transitional provision

(1) The Building Societies Act 1965, as amended by sections 5 to 15, applies to a society in relation to financial years that commence on or after the commencement of this section.

(2) The Building Societies Act 1965 and the Building Societies Regulations 1989, as in force before the commencement of this section, continue to apply to a society in relation to financial years that commenced before the commencement of this section as if this Act and the Financial Reporting Act 2013 had not been enacted.

(3) This section is subject to sections 55 and 56 of the Financial Reporting Act 2013 (which require issuers, on a transitional basis, to continue complying with the Financial Reporting Act 1993 and provide transitional rules for FMC reporting entities).

Amendments to Charities Act 2005

18 Principal Act

Sections 19 to 21 amend the Charities Act 2005 (the principal Act).

19 Section 41 amended (Duty to prepare annual return)

Replace section 41(2) with:
- “(2) The annual return of a charitable entity must—
  
  “(a) be in the form, contain the particulars, and comply with the directions as to the preparation of those returns that are prescribed by the chief executive under section 42; and
  
  “(b) be accompanied by a copy of the financial statements of the charitable entity (or, in the case of section 46(1A)(b), of each entity that forms part of the single entity) for the most recently completed accounting period.”

20 New sections 42A and 42B inserted

After section 42, insert:
“42A Content of financial statements

“(1) The financial statements referred to in section 41(2)(b) must be prepared in accordance with,—

“(a) in the case of financial statements of a specified not-for-profit entity, generally accepted accounting practice; or

“(b) in any other case, either generally accepted accounting practice or a non-GAAP standard that applies for the purposes of this section.

“(2) In this section and sections 41 and 42B,—

“(a) specified not-for-profit entity has the meaning set out in section 46 of the Financial Reporting Act 2013:

“(b) accounting period, applicable financial reporting standard, financial statements, generally accepted accounting practice, and non-GAAP standard have the same meanings as in section 5 of the Financial Reporting Act 2013.

“(3) If a charitable entity is subject to another Act that imposes duties relating to the preparation, audit, registration, or lodgement of financial statements, the entity must, in addition to complying with this Act, comply with the requirements of that other Act.
“42B Offence to knowingly fail to comply with standards

“(1) A charitable entity and every officer of the charitable entity commit an offence and are liable on conviction to a fine not exceeding $50,000 if—

“(a) the financial statements of the charitable entity referred to in section 41(2)(b) fail to comply with an applicable financial reporting standard or a non-GAAP standard (as the case may be); and

“(b) the charitable entity or officer (as the case may be) knows, at the time that the financial statements accompany the annual return when it is sent or delivered under section 41, that the financial statements fail to so comply.

“(2) If financial statements are prepared on a consolidated basis in respect of a single entity under section 46(1A)(a), subsection (1) applies as if the reference to financial statements were a reference to the financial statements for the single entity and the other references to a charitable entity were references to the parent entity.”

21 Section 46 amended (Board or chief executive may treat parent entity and 1 or more other entities as forming part of single entity on certain terms and conditions)

(1) After section 46(1), insert:
- “(1A) If the duty under section 41 (duty to prepare annual return) is to be complied with by the parent entity in relation to the single entity, the terms and conditions under subsection (1) may provide that the financial statements that must accompany an annual return that is sent or delivered by the parent entity are prepared—
  
  “(a) on a consolidated basis in respect of the single entity; or
  
  “(b) separately in respect of each entity that forms part of the single entity.
- “(1B) The Board or the chief executive must, in deciding whether subsection (1A)(a) or (b) applies, take into account—
  
  “(a) the needs of users of the financial statements; and
  
  “(b) the purpose of this Act set out in section 3.”
(2) In section 46(4)(b), after “that section”, insert “(but see subsection (1A))”.

22 Transitional provision

(1) The Charities Act 2005, as amended by sections 19 to 21, applies to a charitable entity in relation to accounting periods that commence on or after the commencement of this section.

(2) The Charities Act 2005, as in force before the commencement of this section, continues to apply to a charitable entity in relation to accounting periods that commenced before the commencement of this section as if this Act and the Financial Reporting Act 2013 had not been enacted.

Amendments to Companies Act 1993

23 Principal Act

Sections 24 to 43 amend the Companies Act 1993 (the principal Act).

24 Section 2 amended (Interpretation)

(1) In section 2(1), replace the definition of balance date with:

“balance date, in relation to a company or an overseas company, has the same meaning as in section 41 of the Financial Reporting Act 2013”.

(2) In section 2(1), repeal the definition of exempt company.

(3) In section 2(1), replace the definition of financial statements with:

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013”.

(4) In section 2(1), replace the definition of group financial statements with:

“group financial statements has the same meaning as in section 7 of the Financial Reporting Act 2013”.

(5) In section 2(1), repeal the definition of group of companies.

(6) In section 2(1), insert in their appropriate alphabetical order:

“applicable auditing and assurance standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“applicable financial reporting standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.
(7) After section 2(5), insert:
- “(6) An example used in this Act is only illustrative of the provisions to which it relates. It does not limit those provisions.
- “(7) If an example and a provision to which it relates are inconsistent, the provision prevails.”

25 Section 4 amended (Meaning of solvency test)

(1) Replace section 4(2)(a)(i) with:
- “(i) the most recent financial statements of the company that are prepared under this Act or any other enactment (if any); and
- “(ia) the accounting records of the company; and”.
(2) Replace section 4(3)(a)(i) with:
- “(i) the most recent financial statements of each amalgamating company that are prepared under this Act or any other enactment (if any); and
- “(ia) the accounting records of the amalgamating company; and”.

26 Section 80 amended (Financial assistance not exceeding 5% of shareholders' funds)

(1) In section 80(1)(a), replace “most recent financial statements of the company that comply with section 10 of the Financial Reporting Act 1993” with “relevant statements or records”.
(2) After section 80(1), insert:
- “(1A) In subsection (1), relevant statements or records means—
  
  “(a) financial statements of the company prepared for the most recently completed accounting period in accordance with generally accepted accounting practice; or
  
  “(b) if those financial statements have not been prepared, the accounting records of the company.”

27 Section 120 amended (Annual meeting of shareholders)

Replace section 120(1) to (3) with:
- “(1) The board of a company must call an annual meeting of shareholders to be held—
  
  “(a) not later than 6 months after the balance date of the company; and
  
  “(b) not later than 15 months after the previous annual meeting.
- “(2) However, a company does not have to hold its first annual meeting in the calendar year of its registration but must hold that meeting within 18 months after its registration.”

28 Section 122 amended (Resolution in lieu of meeting)

Replace section 122(3)(a) with:
- “(a) in the case of a resolution under section 207I or 207J, the shareholders who together hold not less than 95% of the votes entitled to be cast on the resolution:”.

29 Section 189 amended (Company records)

Replace section 189(1)(h) with:
- “(h) copies of all financial statements and group financial statements required to be completed by this Act or any other enactment for the last 7 completed accounting periods of the company:”.

30 Part 11 replaced

Replace Part 11 with:
“Part 11
“Accounting records and financial reporting

“Subpart 1—Accounting records

“194 Accounting records must be kept

“(1) The board of a company must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the company; and

“(b) will enable the company to ensure that the financial statements or group financial statements of the company comply with generally accepted accounting practice (if the company is required to prepare such statements under this Act or any other enactment); and

“(c) will enable the financial statements or group financial statements of the company to be readily and properly audited (if those statements are required to be audited).

“(2) The board of a company must establish and maintain a satisfactory system of control of its accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.

“(4) If the board of a company fails to comply with the requirements of this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(3).

“195 Place accounting records to be kept

“(1) A company need not keep its accounting records in New Zealand.

“(2) If the records are not kept in New Zealand,—

“(a) the company must ensure that accounts and returns for the operations of the company that satisfy the following requirements are sent to, and kept at, a place in New Zealand:

“(i) the accounts and returns must enable the preparation of the company's financial statements or group financial statements required by this Act or any other enactment; and

“(ii) the accounts and returns must enable the preparation of any other document required by this Act; and

“(b) notice of the place where the accounting records and the accounts and returns required under paragraph (a) are kept must be given to the Registrar.

“(3) If a company fails to comply with subsection (2),—

“(a) the company commits an offence and is liable on conviction to the penalty set out in section 373(2):

“(b) every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

“Subpart 2—Financial reporting

“196 Overview

“(1) This subpart imposes financial reporting requirements on—

“(a) every large company; and

“(b) every large overseas company that carries on business in New Zealand; and

“(c) every other company with 10 or more shareholders (unless the shareholders of the company opt out of compliance); and

“(d) every other company with fewer than 10 shareholders if shareholders of the company holding at least 5% of the voting shares require the company to comply.

“(2) This section is only a guide to the general scheme and effect of this subpart.

“197 Non-application of subpart if alternative financial reporting duties under financial markets legislation

This subpart does not apply to a company or an overseas company in relation to an accounting period if financial statements of the company or overseas company, or group financial statements of the group that comprises the company or overseas company and its subsidiaries, are required to be prepared for that period under subpart 3 of Part 7 of the Financial Markets Conduct Act 2013 or section 55 of the Financial Reporting Act 2013.

“198 Interpretation

In this subpart,—

“group means a group comprising a company or an overseas company and its subsidiaries

“large company means a company that is large under section 45 of the Financial Reporting Act 2013

“large overseas company means a body corporate incorporated outside New Zealand that—

“(a) carries on business in New Zealand within the meaning of section 332; and

“(b) is large under section 45 of the Financial Reporting Act 2013

“public entity has the same meaning as in section 5 of the Public Audit Act 2001

“qualified auditor has the same meaning as in section 35 of the Financial Reporting Act 2013

“subsidiary—

“(a) means a subsidiary within the meaning of sections 5 to 8; and

“(b) includes, except in section 207D, any entity that is classified as a subsidiary in any applicable financial reporting standard

“voting share, in relation to a company, means a share in the company that confers a currently exercisable right to cast a vote at meetings of shareholders of the company, not being a right to vote that is exercisable only in 1 or more of the following circumstances:

“(a) during a period in which a payment or distribution (or part of a payment or distribution) in respect of the share is in arrears or some other default exists:

“(b) on a proposal that affects rights attached to the share:

“(c) during the liquidation of the company:

“(d) in respect of a special, immaterial, or remote matter that is inconsequential to control of the company.

“199 Determining number of shareholders

“(1) For the purposes of this subpart and section 208, the number of shareholders that a company has, in relation to an accounting period, is the number of shareholders that hold voting shares as at the close of the first day of the period.

“(2) Joint holders of a parcel of shares must be counted as a single shareholder.

Example

ABC Limited has an accounting period of 1 April 2014 to 31 March 2015. ABC Limited is not large (see section 45 of the Financial Reporting Act 2013).

At the close of 1 April 2014, 16 shareholders hold ordinary voting shares. (The company also has 12 shareholders who hold non-voting preference shares, but non-voting shares are not relevant to the calculation under this section).

Two of those shareholders hold their parcel of ordinary voting shares jointly. These shareholders are counted as a single shareholder.

For the purposes of this subpart and section 208, ABC Limited has 15 shareholders in relation to the 1 April 2014 to 31 March 2015 period. This means that it must prepare financial statements, have those statements audited, and prepare an annual report unless it opts out of compliance under section 207I.

“Preparation of financial statements

“200 Application of preparation provisions

“(1) Sections 201 and 202 apply to—

“(a) every large company; and

“(b) every company that is a public entity; and

“(c) every large overseas company; and

“(d) every other company with 10 or more shareholders unless the company has opted out of compliance with the provision in accordance with section 207I; and

“(e) every other company with fewer than 10 shareholders if the company has opted into compliance with the provision in accordance with section 207K.

“(2) However, section 201 does not apply to a company or an overseas company in relation to a balance date if the company or overseas company has, on that date, 1 or more subsidiaries (see section 202).

“201 Financial statements must be prepared

Every company or overseas company to which this section applies (A) must ensure that, within 5 months after the balance date of A, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to A and that balance date; and

“(b) dated and signed on behalf of A by 2 directors of A, or, if A has only 1 director, by that director.

“Compare: 1993 No 106 ss 10(1), 11(1)

“202 Group financial statements must be prepared

“(1) Every company or overseas company to which this section applies (A) that has, on the balance date of A, 1 or more subsidiaries must ensure that, within 5 months after that balance date, group financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to that group and that balance date; and

“(b) dated and signed on behalf of A by 2 directors of A, or, if A has only 1 director, by that director.

“(2) Group financial statements are not required under subsection (1) in relation to a balance date if,—

“(a) on the balance date, A is a subsidiary of a body corporate that is incorporated in New Zealand (B); and

“(b) group financial statements in relation to a group comprising B, A, and all other subsidiaries of B that comply with generally accepted accounting practice are completed in relation to that balance date under this Act or any other enactment.

“Compare: 1993 No 106 ss 13(1), 14(1)

“203 Recognition of financial reporting requirements of overseas countries

“(1) Subsection (2) applies if the Registrar notifies a large overseas company (A) that the Registrar is satisfied that—

“(a) the financial statements of A comply with the requirements of the law in force in the country where A is incorporated or constituted; and

“(b) those requirements are—

“(i) substantially the same as those of this Act; or

“(ii) sufficiently equivalent, in relation to the quality of financial reporting they achieve, to the requirements of this Act.

“(2) The financial statements must be treated as complying with generally accepted accounting practice.

“(3) Subsection (4) applies if the Registrar notifies a large overseas company (A) that the Registrar is satisfied that—

“(a) the group financial statements of the group that comprises A and its subsidiaries comply with the law in force in the country where A is incorporated or constituted; and

“(b) those requirements are—

“(i) substantially the same as those of this Act; or

“(ii) sufficiently equivalent, in relation to the quality of financial reporting they achieve, to the requirements of this Act.

“(4) The group financial statements must be treated as complying with generally accepted accounting practice.

“Compare: 1993 No 106 ss 11(3), 14(5)

“204 Financial statements for overseas company must include financial statements for large New Zealand business

“(1) If an overseas company is required to prepare financial statements under section 201 and its New Zealand business is large, the financial statements that are prepared must include, in addition to the financial statements of the overseas company, financial statements for its New Zealand business prepared as if that business were conducted by a company formed and registered in New Zealand.

“(2) If an overseas company is required to prepare group financial statements under section 202 and the group's New Zealand business is large, the group financial statements that are prepared must include, in addition to the financial statements of the group, financial statements for the group's New Zealand business prepared as if the members of the group were companies formed and registered in New Zealand.

“(3) In this section, the New Zealand business or the group's New Zealand business is large in respect of an accounting period if at least 1 of the following paragraphs applies (calculated as if that business were an entity):

“(a) as at the balance date of each of the 2 preceding accounting periods, the total assets of the business exceed $20 million:

“(b) in each of the 2 preceding accounting periods, the total revenue of the business exceeds $10 million.

“(4) A financial reporting standard (or a part of a standard) issued by the External Reporting Board that is expressed as applying for the purposes of subsection (3) must be applied in determining whether that provision applies.

“(5) If an overseas company has been granted an exemption under section 207L from a requirement to prepare financial statements under section 201 or group financial statements under section 202, subsection (1) or (2) (as the case may be) still applies (except that the financial statements for the New Zealand business are not in addition to the financial statements of the overseas company or its group).

“Compare: 1993 No 106 ss 8(2), 9(2)

“205 Balance date of subsidiaries

“(1) The board of a company or an overseas company that is required to comply with section 202 must ensure that, unless in the board's opinion there are good reasons against it, the balance date of each subsidiary of the company is the same as the balance date of the company.

“(2) If the balance date of a subsidiary of a company or an overseas company referred to in subsection (1) is not the same as that of the company, the balance date of the subsidiary for the purposes of any particular group financial statements must be a date that precedes the balance date of the company.

“Compare: 1993 No 106 s 7(7), (11)

“Audit of financial statements

“206 Application of audit requirement

“(1) Section 207 applies to—

“(a) every large company unless subsection (2) applies; and

“(b) every company that is a public entity; and

“(c) every large overseas company; and

“(d) every company with 10 or more shareholders unless the company has opted out of compliance with that section in accordance with section 207I; and

“(e) every company with fewer than 10 shareholders if the company has opted into compliance with the section in accordance with section 207K.

“(2) Subsection (1)(a) does not apply to a large company (A) if—

“(a) A has opted out of compliance with section 207 in accordance with section 207J; or

“(b) the following requirements are satisfied:

“(i) A is a wholly-owned subsidiary of another company (B) or of a large overseas company (B); and

“(ii) group financial statements in relation to a group comprising B, A, and all other subsidiaries of B that comply with generally accepted accounting practice are completed and signed within the time specified in section 202; and

“(iii) a copy of the group financial statements referred to in subparagraph (ii) and a copy of the auditor's report on those statements are delivered for registration under this Act or for lodgement under another Act.

“207 Financial statements must be audited

“(1) Every company or overseas company to which this section applies (A) must ensure that the financial statements or group financial statements prepared in respect of A under section 201, 202, or 204 (if any) are audited by a qualified auditor.

“(2) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to a company or an overseas company).

“207A Audit must be carried out in accordance with auditing and assurance standards

“(1) An auditor must, in carrying out an audit for the purposes of section 207, comply with all applicable auditing and assurance standards.

“(2) Subsection (3) applies if the Registrar notifies a large overseas company (A) that the Registrar is satisfied that standards relating to auditing or assurance that are in force in the country where A is incorporated or constituted (the overseas standards) are—

“(a) substantially the same as the applicable auditing and assurance standards referred to in subsection (1); or

“(b) sufficiently equivalent, in relation to the quality of auditing they achieve, to the applicable auditing and assurance standards referred to in subsection (1).

“(3) The auditor of A's financial statements or group financial statements may, in carrying out the audit of those statements and in preparing the auditor's report, comply with the overseas standards instead of the applicable auditing and assurance standards.

“(4) This section does not apply to a company that is a public entity.

“207B Auditor must report to shareholders

“(1) The auditor of a company must make a report to the shareholders on the financial statements or group financial statements audited by the auditor.

“(2) The auditor's report must comply with the requirements of all applicable auditing and assurance standards.

“(3) Subsection (2) is subject to section 207A(3).

“207C Auditor's report must be sent to Registrar and External Reporting Board if requirements have not been complied with

If the auditor's report indicates that the requirements of this Act have not been complied with, the auditor must, within 7 working days after signing the report, send a copy of the report and a copy of the financial statements or group financial statements to which it relates to the Registrar and the External Reporting Board.

“Compare: 1993 No 106 s 16(2)

“Registration of financial statements of overseas companies and other companies with significant overseas ownership

“207D Application of registration provisions

“(1) Section 207E applies to each of the following:

“(a) every large overseas company:

“(b) every large company in which shares that in aggregate carry the right to exercise or control the exercise of 25% or more of the voting power at a meeting of the company are held by—

“(i) a subsidiary of a body corporate incorporated outside New Zealand; or

“(ii) a body corporate incorporated outside New Zealand; or

“(iii) a person not ordinarily resident in New Zealand.

“(2) However, section 207E does not apply to a company or an overseas company (A) if the following requirements are satisfied:

“(a) A is a subsidiary of a company that is incorporated in New Zealand (B); and

“(b) group financial statements in relation to a group comprising B, A, and all other subsidiaries of B that comply with generally accepted accounting practice are completed and signed within the time specified in section 202; and

“(c) a copy of the group financial statements referred to in paragraph (b) and a copy of the auditor's report on those statements are delivered for registration under this Act or for lodgement under another Act.

“(3) For the purposes of subsection (1), a person is ordinarily resident in New Zealand if that person—

“(a) is domiciled in New Zealand; or

“(b) is living in New Zealand and the place where that person usually lives, and has been living for the immediately preceding 12 months, is in New Zealand, whether or not that person has on occasions been away from New Zealand during that 12-month period.

“Compare: 1993 No 106 s 19(1), (2)

“207E Financial statements must be registered

“(1) A company or an overseas company to which this section applies must ensure that, within 5 months after the balance date of the company or overseas company, copies of its financial statements or group financial statements completed in relation to that balance date under section 201, 202, or 204 together with a copy of the auditor's report on those statements (if any) are delivered to the Registrar for registration.

“(2) The company or overseas company must, when the financial statements or group financial statements are registered, pay to the Registrar the prescribed registration fee (if any).

“(3) Any person may, on payment of the prescribed fee (if any), inspect the copies of the financial statements, group financial statements, and auditor's report on those statements delivered to the Registrar under this section.

“Compare: 1993 No 106 s 19(3)

“Shareholders may request copy of financial statements prepared for tax purposes

“207F Shareholders may request copy of financial statements prepared for tax purposes

“(1) This section applies if—

“(a) neither financial statements in relation to a company nor group financial statements in relation to a company's group are prepared under this Act or Part 7 of the Financial Markets Conduct Act 2013; but

“(b) financial statements in relation to the company, or group financial statements in relation to its group, are prepared under, or for the purposes of, any of the Inland Revenue Acts (as defined in section 3(1) of the Tax Administration Act 1994).

“(2) A shareholder of the company may at any time make a written request to the company for a copy of the financial statements or group financial statements (or both) referred to in subsection (1)(b).

“(3) The company must, within 10 working days of receiving a request under subsection (2), provide, free of charge, a copy of the financial statements or group financial statements (or both) to the shareholder together with a copy of the auditor's report on those statements (if any).

“Financial reporting offences

“207G Financial reporting offences

“(1) This section applies if—

“(a) a company or an overseas company is required to comply with section 201 and financial statements of the company or overseas company—

“(i) are not completed and signed within the time specified in that section; or

“(ii) fail to comply with an applicable financial reporting standard; or

“(b) a company or an overseas company is required to comply with section 202 and group financial statements of a group comprising the company or overseas company and its subsidiaries—

“(i) are not completed and signed within the time specified in that section; or

“(ii) fail to comply with an applicable financial reporting standard; or

“(c) an overseas company is required to comply with section 204 and the financial statements or group financial statements referred to in that section—

“(i) are not completed and signed within 5 months after the balance date of the overseas company; or

“(ii) fail to comply with an applicable financial reporting standard; or

“(d) a company or an overseas company fails to comply with section 207 (which relates to auditing); or

“(e) a company or an overseas company fails to comply with section 207E (which relates to registration of financial statements); or

“(f) a company fails to comply with section 207F (which relates to the supply of copies of financial statements prepared for tax purposes).

“(2) The company or overseas company commits an offence and is liable on conviction to a fine not exceeding $50,000.

“(3) Every director of the company or overseas company commits an offence and is liable on conviction to the penalty set out in section 374(3).

“(4) See section 376(2) (which provides defences to directors in respect of an offence under this section).

“Compare: 1993 No 106 ss 36, 38, 39

“Provisions relating to opting out and opting in

“207H Period during which company may opt in or opt out

In sections 207I to 207K, the opting period, in relation to the accounting period referred to in section 207I(3), 207J(3), or 207K(2), is the period from the start of the accounting period until the close of the earliest of the following dates:

“(a) the date that is 6 months after the start of the accounting period:

“(b) the date of the annual meeting to be held in the accounting period:

“(c) in the case of an accounting period that is shorter than 6 months (as a result of the date of the registration of the company or a change of the balance date of the company), the balance date of the period.

“207I Companies with 10 or more shareholders may opt out

“(1) This section applies to a company with 10 or more shareholders.

“(2) However, this section does not apply—

“(a) if the constitution of the company expressly provides that this section does not apply; or

“(b) if the company is a large company or a public entity.

“(3) The shareholders of the company may, at a meeting of shareholders held within the opting period, opt out of compliance with 1 or more of the following provisions in relation to the accounting period by way of a resolution approved by not less than 95% of the votes of those shareholders entitled to vote and voting on the question:

“(a) sections 201 and 202 (preparation of financial statements and group financial statements):

“(b) section 207 (audit requirement):

“(c) section 208 (obligation to prepare annual report).

“(4) If the shareholders opt out of compliance with a provision in relation to an accounting period under this section, the provision does not apply to the company in relation to that period.

Example

ABC Limited has an accounting period of 1 April 2014 to 31 March 2015.

ABC Limited is not a large company in relation to that period (see section 45 of the Financial Reporting Act 2013).

Under section 199, it has 15 shareholders.

The opting period ends no later than the close of the date of the annual meeting to be held in that period. At the annual meeting, a resolution to opt out of the preparation provisions (sections 201 and 202) is passed by a 95% majority. Accordingly, ABC Limited does not have to prepare financial statements for that period (section 207, which relates to auditing, also does not apply because financial statements are not required to be prepared).

“207J Large companies may opt out of audit requirement

“(1) This section applies to a large company.

“(2) However, this section does not apply if—

“(a) the constitution of the company expressly provides that this section does not apply; or

“(b) the company is a public entity; or

“(c) the company is required to register financial statements under section 207E.

“(3) The shareholders of the company may, at a meeting of shareholders held within the opting period, opt out of compliance with section 207 in relation to the accounting period by way of a resolution approved by not less than 95% of the votes of those shareholders entitled to vote and voting on the question.

“(4) If the shareholders opt out of compliance with section 207 in relation to an accounting period under this section, that section does not apply to the company in relation to that period.

“207K Companies with fewer than 10 shareholders may opt in

“(1) This section applies to a company (other than a large company) with fewer than 10 shareholders.

“(2) A shareholder of the company who holds, or shareholders of the company who together hold, not less than 5% of the voting shares may, by written notice given to the company within the opting period but not later than 5 working days before the end of that period, require the company to comply with 1 or more of the following provisions in relation to the accounting period:

“(a) section 201 or 202 (preparation of financial statements or group financial statements):

“(b) section 207 (audit requirement):

“(c) section 208 (obligation to prepare annual report).

“(3) If a notice is given under subsection (2) in relation to a provision and an accounting period, the provision applies to the company in relation to that period.

“Registrar may grant exemptions to overseas companies

“207L Registrar may grant exemptions to overseas companies

“(1) The Registrar may, by notice in the Gazette, exempt any large overseas company, or any class of large overseas companies, from compliance with any provision of sections 201, 202, 207, and 207E.

“(2) The Registrar must not grant an exemption under this section unless he or she is satisfied that—

“(a) compliance with the relevant provision would require the overseas company to comply with requirements that are unduly onerous or burdensome; and

“(b) financial reporting requirements must be complied with in relation to the overseas company under the law in force in the country where the overseas company is incorporated or constituted and that those requirements are satisfactory; and

“(c) the extent of the exemption is not broader than what is reasonably necessary to address the matters that gave rise to the exemption.

“(3) The exemption may be granted on any terms and conditions that the Registrar thinks fit.

“(4) The Registrar may vary or revoke an exemption in the same way as an exemption may be granted under this section.

“Compare: 1993 No 106 s 35B(1)–(3), (5)

“207M Publication and status of exemptions

“(1) The Registrar may give notice of the exemption in any publications he or she thinks fit (in addition to notifying the exemption in the Gazette).

“(2) Each notice published in the Gazette under section 207L is a disallowable instrument, but not a legislative instrument, for the purposes of the Legislation Act 2012 and must be presented to the House of Representatives under section 41 of that Act.

“(3) The Registrar's reasons for granting an exemption (including why the exemption is appropriate) must be notified in the Gazette together with the exemption.

“Compare: 1993 No 106 s 35B(4), (6), (7)

“207N Consultation

In deciding whether or not to grant, amend, or revoke an exemption under section 207L, the Registrar—

“(a) may consult with any persons or organisations that the Registrar thinks fit; but

“(b) must consult with the Commissioner of Inland Revenue if the exemption involves any provision of section 201 or 202.

“Compare: 1993 No 106 s 35C

“207O Exemption may apply to accounting period before exemption is granted

An exemption under section 207L may, if the Registrar thinks fit, apply to an accounting period that commenced before the exemption is granted (including an accounting period that ended before the exemption is granted) if the exemption is granted before financial statements or group financial statements for that period are required to be delivered for registration under section 207E.

“Compare: 1993 No 106 s 35D

“Subpart 3—Miscellaneous auditing provisions

“207P Auditor must be appointed if financial statements must be audited

“(1) This section applies to a company in relation to an accounting period if financial statements or group financial statements of the company for that period are required to be audited under this Act, the Financial Markets Conduct Act 2013, or any other enactment.

“(2) A company must, at the annual meeting held in the accounting period referred to in subsection (1), appoint a qualified auditor to—

“(a) hold office from the conclusion of the meeting until the conclusion of the next annual meeting; and

“(b) audit the financial statements or group financial statements referred to in subsection (1).

“(3) However, if a company is a public entity, the Auditor-General is its auditor in accordance with that Act and subsection (2) does not apply.

“(4) The first auditor of a company may be appointed by the directors of the company before the first annual meeting, and, if so appointed, holds office until the conclusion of that meeting.

“207Q Registrar may appoint auditor

“(1) The Registrar may appoint an auditor if,—

“(a) at an annual meeting of a company, no auditor is appointed or reappointed as required by section 207P; or

“(b) a casual vacancy in the office of auditor is not filled within 1 month of the vacancy occurring and the company is required to comply with section 207P.

“(2) A company must, within 5 working days of the power becoming exercisable, give written notice to the Registrar of the fact that the Registrar is entitled to appoint an auditor under this section.

“(3) If a company fails to comply with subsection (2),—

“(a) the company commits an offence and is liable on conviction to the penalty set out in section 373(2); and

“(b) every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

“207R Resignation and casual vacancy

“(1) An auditor may resign at any time by giving written notice to the board of the company, and the company must, as soon as practicable, notify its shareholders of the auditor's resignation.

“(2) If a company fails to comply with subsection (1), every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

“(3) The board of a company may fill any casual vacancy in the office of auditor, but while the vacancy remains the surviving or continuing auditor, if any, may continue to act as auditor.

“207S Auditor's fees and expenses

The fees and expenses of an auditor of a company must be fixed,—

“(a) if the auditor is appointed at a meeting of the company, by the company at the meeting or in the manner that the company determines at the meeting:

“(b) if the auditor is appointed by the directors, by the directors:

“(c) if the auditor is appointed by the Registrar, by the Registrar:

“(d) if the auditor is the Auditor-General, in accordance with the Public Audit Act 2001.

“207T Automatic reappointment

“(1) An auditor of a company, other than an auditor appointed under section 207P(4), is automatically reappointed at an annual meeting of the company unless—

“(a) the auditor is not a qualified auditor; or

“(b) the company passes a resolution at the meeting appointing another person to replace him or her as auditor; or

“(c) the company is not required to appoint an auditor at the meeting (see section 207P); or

“(d) the auditor has given notice to the company that the auditor does not wish to be reappointed.

“(2) An auditor is not automatically reappointed if the person who it is proposed will replace the auditor dies, or is or becomes incapable of, or disqualified from, appointment.

“207U Replacement of auditor

“(1) A company must not appoint a new auditor in the place of an auditor who is a qualified auditor, unless—

“(a) at least 20 working days' written notice of a proposal to do so has been given to the auditor; and

“(b) the auditor has been given a reasonable opportunity to make representations to the shareholders on the appointment of another person either in writing or by the auditor or the auditor's representative speaking at a shareholders' meeting (whichever the auditor may choose).

“(2) The auditor is entitled to be paid by the company reasonable fees and expenses for making the representations to shareholders.

“207V Auditor not seeking reappointment or resigning

“(1) If an auditor gives the board of a company written notice that the auditor does not wish to be reappointed or of the auditor's resignation, the board must, if requested to do so by that auditor,—

“(a) distribute, as soon as practicable, to all shareholders, at the expense of the company, a written statement of the auditor's reasons for the auditor's wish not to be reappointed or for the auditor's resignation; or

“(b) permit the auditor or the auditor's representative to explain at a shareholders' meeting the reasons for wishing not to be reappointed or for resigning.

“(2) An auditor is entitled to be paid by the company reasonable fees and expenses for making the representations to shareholders.

“207W Auditor's attendance at shareholders' meeting

“(1) The board of a company must ensure that an auditor of the company—

“(a) is permitted to attend a meeting of shareholders of the company; and

“(b) receives the notices and communications that a shareholder is entitled to receive that relate to a meeting of shareholders; and

“(c) may be heard at a meeting of shareholders that the auditor attends on any part of the business of the meeting that concerns the auditor as auditor.

“(2) If the board of a company fails to comply with subsection (1), every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

“Subpart 4—Infringement offence for failing to register financial statements

“207X Interpretation in this subpart

In this subpart,—

“infringement fee, in relation to an infringement offence, means $7,000

“infringement notice means a notice issued under section 207Z

“infringement offence means an offence under section 207G(2) or (3) in respect of a failure referred to in section 207G(1)(e) (which relates to failing to register financial statements).

“207Y Infringement offences

“(1) If a person is alleged to have committed an infringement offence, that person may—

“(a) be proceeded against by filing a charging document under section 14 of the Criminal Procedure Act 2011; or

“(b) be served with an infringement notice as provided in section 207Z.

“(2) Proceedings commenced in the way described in subsection (1)(a) do not require leave of a District Court Judge or Registrar under section 21(1)(a) of the Summary Proceedings Act 1957.

“207Z Infringement notices

“(1) The Registrar may issue an infringement notice to a person if the Registrar believes on reasonable grounds that the person is committing, or has committed, an infringement offence.

“(2) The Registrar may revoke an infringement notice before the infringement fee is paid, or before an order for payment of a fine is made or deemed to be made by a court under section 21 of the Summary Proceedings Act 1957.

“(3) An infringement notice is revoked by giving written notice to the person to whom it was issued that the notice is revoked.

“207ZA Procedural requirements for infringement notices

“(1) An infringement notice may be served on a person—

“(a) by delivering it, or a copy of it, personally to the person who appears to have committed the infringement offence; or

“(b) by sending it, or a copy of it, by post, addressed to the person at the person's last known place of residence or business.

“(2) An infringement notice sent under subsection (1)(b) must be treated as having been served on the person on the date it was posted.

“(3) An infringement notice must be in the prescribed form and must contain—

“(a) details of the alleged infringement offence that are sufficient to fairly inform a person of the time, place, and nature of the alleged infringement offence; and

“(b) the amount of the infringement fee; and

“(c) an address at which the infringement fee may be paid; and

“(d) the time within which the infringement fee must be paid; and

“(e) a summary of the provisions of section 21(10) of the Summary Proceedings Act 1957; and

“(f) a statement that the person served with the notice has a right to request a hearing; and

“(g) a statement of what will happen if the person served with the notice does not pay the fee and does not request a hearing; and

“(h) any other prescribed matters.

“(4) If an infringement notice has been issued, proceedings in respect of the infringement offence to which the notice relates may be commenced in accordance with section 21 of the Summary Proceedings Act 1957 and, in that case,—

“(a) reminder notices may be prescribed under regulations made under this Act; and

“(b) in all other respects, section 21 of the Summary Proceedings Act 1957 applies with all necessary modifications.

“(5) Reminder notices must contain the prescribed information.

“207ZB Payment of infringement fee

The Registrar must pay all infringement fees received into a Crown Bank Account.”

31 Section 208 replaced (Obligation to prepare annual report)

Replace section 208 with:
“208 Obligation to prepare annual report

“(1) This section applies to—

“(a) every large company (within the meaning of section 198); and

“(b) every company that is a public entity; and

“(c) every company that is required to prepare financial statements or group financial statements under Part 7 of the Financial Markets Conduct Act 2013 or section 55 of the Financial Reporting Act 2013; and

“(d) every company with 10 or more shareholders unless the company has opted out of compliance with this section in accordance with section 207I (in relation to the accounting period referred to in subsection (2)); and

“(e) every company with fewer than 10 shareholders if the company has opted into compliance with this section in accordance with section 207K (in relation to the accounting period referred to in subsection (2)).

“(2) The board of every company to which this section applies must, within 5 months after the balance date of the company, prepare an annual report on the affairs of the company during the accounting period ending on that date.

“(3) If the board of a company fails to comply with subsection (2), every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).”

32 Section 209 amended (Obligation to make annual report available to shareholders)

(1) After section 209(1), insert:
- “(1A) Subsection (1) does not apply if the annual report is not required to be prepared under section 208.”
(2) Replace section 209(5) and (6) with:
- “(5) For the purposes of this section and sections 209A and 209B, every concise annual report for a company must, in relation to an accounting period, include,—
  
  “(a) in relation to a company that has, on the balance date of the company, no subsidiaries,—
  
  “(i) financial statements for the accounting period that comply with generally accepted accounting practice and any auditor's report on those financial statements; or
  
  “(ii) summary financial statements for the accounting period that comply with generally accepted accounting practice:
  
  “(b) in relation to a company that has, on the balance date of the company, 1 or more subsidiaries,—
  
  “(i) group financial statements for the accounting period that comply with generally accepted accounting practice and any auditor's report on those group financial statements; or
  
  “(ii) summary financial statements for the accounting period, prepared in relation to the group comprising the company and its subsidiaries, that comply with generally accepted accounting practice.”

33 Section 209A amended (Board must send copy of annual report or concise annual report on request)

After section 209A(2), insert:
- “(2A) Subsection (2) does not require a company to send a copy of an annual report on the affairs of the company during a particular accounting period if the board of the company is not required to comply with section 208 in respect of that period.”

34 Section 211 amended (Contents of annual report)

(1) Replace section 211(1)(b) and (c) with:
- “(b) include any financial statements or group financial statements for the accounting period that are required to be prepared under Part 11, Part 7 of the Financial Markets Conduct Act 2013, or any other enactment (if any); and
- “(c) if an auditor's report is required under Part 11, Part 7 of the Financial Markets Conduct Act 2013, or any other enactment in relation to the financial statements or group financial statements included in the report, include that auditor's report; and”.
(2) In section 211(3), replace “all shareholders” with “shareholders who together hold at least 95% of the voting shares (within the meaning of section 198)”.

(3) Repeal section 211(4).

35 Section 211A repealed (Obligations to prepare and make available annual reports or financial statements do not apply to non-active companies)

Repeal section 211A.

36 Section 212 amended (Shareholders may elect not to receive documents)

After section 212(2), insert:
- “(3) Subsection (2)(b) does not apply if the board of the company is not required to comply with section 209(1) in respect of an accounting period.”

37 Section 300 amended (Liability if proper accounting records not kept)

Replace section 300(1)(a) with:
- “(a) a company that is in liquidation and is unable to pay all its debts has failed to comply with—
  
  “(i) section 194 (which relates to the keeping of accounting records); or
  
  “(ii) section 201 or 202 (which relates to the preparation of financial statements or group financial statements) or any other enactment that requires the company to prepare financial statements or group financial statements; and”.

38 New section 340A inserted (Financial reporting requirements for large overseas companies)

After section 340, insert:
“340A Financial reporting requirements for large overseas companies

Subpart 2 of Part 11 imposes obligations on large overseas companies (within the meaning of section 198).”

39 Section 373 amended (Penalty for failure to comply with Act)

Replace section 373(2)(h) to (j) with:
- “(h) section 195(3)(a) (which relates to the place where accounting records must be kept):
- “(i) section 207Q(3)(a) (which relates to the appointment of an auditor):”.

40 Section 374 amended (Penalties that may be imposed on directors in cases of failure by board or company to comply with Act)

(1) Replace section 374(2)(15) to (20) with:
- “(15) section 195(3)(b) (which relates to the place where accounting records must be kept):
- “(16) section 207Q(3)(b) (which relates to the appointment of an auditor):
- “(17) section 207R(2) (which relates to the notification of the resignation of an auditor):
- “(18) section 207W(2) (which relates to the attendance of auditors at meetings of shareholders):
- “(19) section 208(3) (which relates to the duty to prepare an annual report):”.
(2) After section 374(2), insert:
- “(3) A director of a company who is convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $50,000:
  
  “(a) section 194(4) (which relates to the keeping of accounting records):
  
  “(b) section 207G(3) (which relates to the preparation, audit, and registration of financial statements).”

41 Section 386F amended (Exception in relation to non-dormant phoenix company known by pre-liquidation name of failed company for at least 12 months before liquidation)

In section 386F(2), replace “section 194(2)” with “section 194(1)”.

42 Schedule 1 amended

In Schedule 1, after clause 2(2)(b), insert:
- “(ba) the text of any resolution for the purposes of section 207I or 207J to be submitted to the meeting; and”.

43 Schedule 4 amended

(1) In Schedule 4, paragraph (j), replace “section 18 or section 19 of the Financial Reporting Act 1993 applied to the company” with “the financial statements or group financial statements of the company were required to be registered or lodged under any Act”.
(2) In Schedule 4, replace paragraph (k) with:
- “(k) in the case of a company that has passed a resolution under section 207I or 207J, the text and date of the resolution:
- “(ka) in the case of a company in respect of which a notice has been given under section 207K, the text and date of the notice:”.

44 Transitional provision

(1) The Companies Act 1993, as amended by sections 24 to 43, applies to a company or an overseas company in relation to accounting periods that commence on or after the commencement of this section.

(2) The Companies Act 1993 and the Financial Reporting Act 1993 (and the regulations and order referred to in section 54(2) and (3)), as in force before the commencement of this section, continue to apply to a company or an overseas company in relation to accounting periods that commenced before the commencement of this section as if this Act and the Financial Reporting Act 2013 had not been enacted.

(3) Unless the context otherwise requires, a reference to financial statements or group financial statements in the Companies Act 1993 (other than sections 200 to 207O) includes financial statements or group financial statements prepared under the Financial Reporting Act 1993 (whether under section 55 of the Financial Reporting Act 2013 or otherwise).

(4) This section is subject to sections 55 and 56 of the Financial Reporting Act 2013 (which require issuers, on a transitional basis, to continue complying with the Financial Reporting Act 1993 and provide transitional rules for FMC reporting entities).

Amendments to Financial Markets Conduct Act 2013

45 Principal Act

Sections 46 to 61 amend the Financial Markets Conduct Act 2013 (the principal Act).

46 Section 6 amended (Interpretation)

(1) In section 6(1), insert in their appropriate alphabetical order:
“accounting period has the same meaning as in section 5(1) of the Financial Reporting Act 2013

“applicable auditing and assurance standard has the same meaning as in section 5(1) of the Financial Reporting Act 2013

“applicable financial reporting standard has the same meaning as in section 5(1) of the Financial Reporting Act 2013

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“FMC reporting entity has the meaning set out in section 451

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

“group, in Part 7, means a group comprising an FMC reporting entity and its subsidiaries

“group financial statements has the same meaning as in section 7 of the Financial Reporting Act 2013
“licensed insurer—

“(a) has the same meaning as in section 6 of the Insurance (Prudential Supervision) Act 2010; but

“(b) in Part 7, does not include a Lloyd's underwriter (within the meaning of that Act) or an insurer that is included in a class of insurers that is the subject of an exemption under section 238(1)(b) of that Act”.
(2) In section 6(1), replace the definition of balance date with:

“balance date has the same meaning as in section 41 of the Financial Reporting Act 2013”.

(3) In section 6(1), replace the definition of Part 7 financial reporting provision with:

“Part 7 financial reporting provision means any of the provisions specified in section 461M(3) or (4)”.

(4) In section 6(1), replace the definition of qualified auditor with:

“qualified auditor has the meaning set out in section 461E”.
(5) In section 6(1), replace the definition of subsidiary with:
“subsidiary—

“(a) has the meaning set out in section 5 of the Companies Act 1993; and

“(b) in Part 7, includes any entity that is classified as a subsidiary in any applicable financial reporting standard”.

47 Section 351 amended (Regulations modifying Part for licensed markets)

(1) In the heading to section 351, replace “Part” with “this Part or Part 7”.
(2) After section 351(1)(a), insert:
- “(ab) providing that section 451(d) does not apply in respect of persons that are listed issuers only in respect of a licensed market or class of licensed markets, and providing for replacement or modified requirements to apply relating to accounting records and financial reporting:”.

48 Part 7 replaced

Replace Part 7 with:
“Part 7
“Financial reporting

“Subpart 1—Overview, application, and interpretation

“450 Overview

“(1) This Part provides for FMC reporting entities to—

“(a) keep proper accounting records; and

“(b) prepare financial statements, to have those financial statements audited, and to lodge those financial statements.

“(2) This section is only a guide to the general scheme and effect of this Part.

“451 Meaning of FMC reporting entity

In this Act, FMC reporting entity means—

“(a) every person who is an issuer of a regulated product (but see section 452):

“(b) every person who holds a licence under Part 6 (other than an independent trustee of a restricted scheme):

“(c) every licensed supervisor:

“(d) every listed issuer (but see section 351(1)(ab)):

“(e) every operator of a licensed market (other than a market licensed under section 317 (overseas-regulated markets)):

“(f) every recipient of money from a conduit issuer (see section 453):

“(g) every registered bank:

“(h) every licensed insurer:

“(i) every credit union:

“(j) every building society:

“(k) every person that is an FMC reporting entity under clause 27A of Schedule 1.

“452 Company that issues equity securities not FMC reporting entity if fewer than 50 shareholders

“(1) A company within the meaning of section 2(1) of the Companies Act 1993 is not an FMC reporting entity under section 451(a) if it—

“(a) has fewer than 50 shareholders or fewer than 50 parcels of shares that are voting products; and

“(b) would, but for this section, be an FMC reporting entity by reason only of being an issuer of equity securities that are both voting products and regulated products.

“(2) In this section, shareholder means a shareholder holding a voting product.

“Compare: 1993 No 106 s 6(g); 1993 No 107 s 2A

“453 Recipients of money from conduit issuers

In section 451, a person (A) is a recipient of money from a conduit issuer if—

“(a) A is an associated person of another person (the conduit issuer); and

“(b) the conduit issuer raises an amount of money by the issue of financial products under—

“(i) a regulated offer; or

“(ii) an offer made, in the prescribed circumstances, in reliance upon an exclusion in Schedule 1; and

“(c) that money is raised as part of an agreement under which 75% or more of that money is provided, directly or indirectly and whether by 1 transaction or a series of transactions, for the use of—

“(i) A; or

“(ii) A and 1 or more third persons that are associated persons of A; and

“(d) the money that is provided to A under paragraph (c) is 10% or more of the money that is raised under paragraph (b); and

“(e) all or part of the money that is provided under paragraph (c) has not yet been repaid or returned to the conduit issuer.

“Compare: 1993 No 106 s 4A

“454 Miscellaneous provisions relating to application

“(1) If a person ceases to be an FMC reporting entity during an accounting period, that person must be treated as continuing to be an FMC reporting entity in relation to that accounting period for the purposes of this Act and every other enactment.

“(2) Nothing in this Part or clause 20 of Schedule 4 requires an FMC reporting entity to ensure the completion of financial statements or group financial statements and the lodgement of those financial statements in relation to an accounting period that ended before the accounting period in which that person became an FMC reporting entity.

“Compare: 1993 No 106 ss 5, 21

“Subpart 2—Accounting records

“455 FMC reporting entities must keep proper accounting records

“(1) Every FMC reporting entity must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the FMC reporting entity; and

“(b) in the case of a manager of a registered scheme, correctly record the transactions of the scheme; and

“(c) will enable the FMC reporting entity to ensure that the financial statements of the FMC reporting entity and of any such scheme comply with generally accepted accounting practice and any prescribed requirements; and

“(d) will enable the financial statements of the FMC reporting entity and of any such scheme to be readily and properly audited.

“(2) Every FMC reporting entity must establish and maintain a satisfactory system of control of its accounting records.

“(3) In this subpart, financial statements means the financial statements or group financial statements that are required to be prepared for the purposes of this Act or the regulations.

“Compare: 1978 No 103 s 53

“456 Place where accounting records to be kept

“(1) Accounting records required to be kept by this subpart must be kept—

“(a) at the registered office of the FMC reporting entity (if any); or

“(b) at another place that the directors of the FMC reporting entity think fit.

“(2) The accounting records may be kept at a place outside New Zealand only if there are sent to, and kept at a place in, New Zealand documents in respect of the business dealt with in those accounting records that will enable the preparation in accordance with this Act of—

“(a) the financial statements of the FMC reporting entity and any registered scheme referred to in section 455; and

“(b) any other document annexed to any of those statements that gives information that is required by any enactment.

“Compare: 1978 No 103 s 53A

“457 Accounting records to be in English

“(1) Accounting records required to be kept by this subpart and the documents referred to in section 456(2) must be kept—

“(a) in written form and in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.

“(2) An FMC reporting entity that contravenes this section commits an offence and is liable on conviction to a fine not exceeding $50,000.

“(3) The offence in this section is an infringement offence (see subpart 5 of Part 8).

“Compare: 1978 No 103 s 53B

“458 Period for which accounting records to be kept

Accounting records kept under this subpart, or copies of them, must be retained by the FMC reporting entity for a period of at least 7 years after the later of—

“(a) the date the records are made; and

“(b) the date of completion of the transaction to which the records relate.

“Compare: 1978 No 103 s 53C

“459 Inspection of accounting records

“(1) Every FMC reporting entity must make the accounting records required to be kept under this subpart and the documents referred to in section 456(2) available, in written form in English at all reasonable times for inspection without charge, to—

“(a) the directors of the FMC reporting entity; and

“(b) any supervisor (if the FMC reporting entity is an issuer of debt securities or the manager of a registered scheme); and

“(c) the FMA; and

“(d) any other persons authorised or permitted by an enactment to inspect the accounting records of the FMC reporting entity or scheme.

“(2) An FMC reporting entity that contravenes this section commits an offence and is liable on conviction to a fine not exceeding $50,000.

“(3) The offence in this section is an infringement offence (see subpart 5 of Part 8).

“Compare: 1978 No 103 s 53D

“Subpart 3—Preparation, audit, and lodgement of financial statements

“Preparation of financial statements

“460 Financial statements must be prepared

“(1) Every FMC reporting entity must ensure that, within 4 months after the balance date of the entity, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the entity and that balance date; and

“(b) dated and signed on behalf of the entity by 2 directors of the entity or, if the entity has only 1 director, by that director.

“(2) Subsection (1) is subject to sections 461(2) and 461A(4).

“Compare: 1993 No 106 ss 10(1), 11(1)

“461 Group financial statements must be prepared

“(1) Every FMC reporting entity that has, on the balance date of the entity, 1 or more subsidiaries must ensure that, within 4 months after that balance date, group financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the group and that balance date; and

“(b) dated and signed on behalf of the entity by 2 directors of the entity or, if the entity has only 1 director, by that director.

“(2) Section 460 does not apply to an FMC reporting entity in relation to a balance date if the entity has, on that date, 1 or more subsidiaries (and is, accordingly, required to prepare group financial statements under subsection (1)).

“(3) The board of an FMC reporting entity must ensure that the balance date of the FMC reporting entity is the same as the balance date of its subsidiaries.

“(4) This section is subject to section 461A(4).

“Compare: 1993 No 106 ss 7(8), 13(1)

“461A Financial statements for registered schemes and funds

“(1) This section applies to every manager of a registered scheme.

“(2) If the liabilities of the manager and the scheme are not limited to a particular group of assets (a separate fund), the manager must ensure that, within 4 months after the balance date of the manager, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the scheme and that balance date; and

“(b) dated and signed on behalf of the manager by 2 directors of the manager or, if the manager has only 1 director, by that director.

“(3) If the liabilities of the manager or the scheme are limited to a separate fund, the manager must ensure that, within 4 months after the balance date of the manager, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the scheme and that balance date; and

“(b) completed in relation to the separate fund and that balance date; and

“(c) dated and signed on behalf of the manager by 2 directors of the manager or, if the manager has only 1 director, by that director.

“(4) If the manager is an FMC reporting entity by reason only of being a manager of a restricted scheme, the manager—

“(a) is required to comply with this section; but

“(b) is not required to comply with sections 460 and 461.

“Compare: 1993 No 106 s 9A(1), (2)

“461B Financial statements for overseas FMC reporting entity to include financial statements for New Zealand business

“(1) If an FMC reporting entity that is an overseas company is required to prepare financial statements under section 460, the financial statements that are prepared must include, in addition to the financial statements of the entity, financial statements for its New Zealand business prepared as if that business were conducted by a company formed and registered in New Zealand.

“(2) If an FMC reporting entity that is an overseas company is required to prepare group financial statements under section 461, the group financial statements that are prepared must include, in addition to the financial statements of the group, financial statements for the group's New Zealand business prepared as if the members of the group were companies formed and registered in New Zealand.

“(3) In this section, overseas company means a body corporate that is incorporated outside New Zealand.

“Compare: 1993 No 106 ss 8(2), 9(2)

“461C Failure to comply with authoritative notice does not give rise to pecuniary penalty

“(1) This section applies if financial statements or group financial statements referred to in this subpart fail to comply with generally accepted accounting practice as a result of a failure to comply with an authoritative notice.

“(2) A pecuniary penalty order may not be made under section 489 in relation to the failure to comply with the authoritative notice.

“(3) In this section, authoritative notice has the same meaning as in section 5(1) of the Financial Reporting Act 2013.

“Audit of financial statements

“461D Financial statements must be audited

Every FMC reporting entity must ensure that the financial statements or group financial statements that are required to be prepared under this subpart are audited by a qualified auditor.

“Compare: 1978 No 103 s 53E

“461E Meaning of qualified auditor

“(1) For the purposes of this Act, qualified auditor means—

“(a) a licensed auditor; or

“(b) a registered audit firm; or

“(c) in the case of an FMC reporting entity that is a public entity under the Public Audit Act 2001, the Auditor-General or any other person who may act as the auditor under that Act.

“(2) In this section, licensed auditor and registered audit firm have the same meanings as in section 6(1) of the Auditor Regulation Act 2011.

“(3) The appointment of a registered audit firm by the firm name to be the qualified auditor for the purposes of this Act is deemed to be the appointment of all the partners in the firm, from time to time, who are licensed auditors.

“(4) None of the following persons is qualified for appointment as the qualified auditor of an FMC reporting entity:

“(a) the FMC reporting entity, or a director, an officer, or an employee of the FMC reporting entity:

“(b) a person who is a partner, or in the employment, of a person specified in paragraph (a):

“(c) a body corporate.

“(5) A person is not qualified for appointment as the qualified auditor of an FMC reporting entity if the person is, by virtue of subsection (4), disqualified for appointment as auditor of a related body corporate.

“Compare: 1978 No 103 s 2C

“461F Audit must be carried out in accordance with auditing and assurance standards

An auditor must, in carrying out an audit for the purposes of section 461D, comply with all applicable auditing and assurance standards.

“461G Auditor's report

“(1) The auditor's report on the financial statements or group financial statements that are required to be audited under this subpart must comply with the requirements of all applicable auditing and assurance standards.

“(2) If the auditor's report indicates that the requirements of this Part have not been complied with, the auditor must, within 7 working days after signing the report, send a copy of the report, and a copy of the financial statements or group financial statements to which it relates, to—

“(a) the FMA; and

“(b) the External Reporting Board; and

“(c) in the case of an issuer of debt securities or a manager of a registered scheme, the supervisor.

“Compare: 1993 No 106 s 16(1), (2)

“Lodgement of financial statements

“461H Lodgement of financial statements

“(1) Every FMC reporting entity must ensure that, within 4 months after the balance date of the entity, copies of the financial statements or group financial statements that are required to be prepared under this subpart, together with a copy of the auditor's report on those statements, are delivered to the Registrar for lodgement.

“(2) An FMC reporting entity that contravenes this section commits an offence and is liable on conviction to a fine not exceeding $50,000.

“(3) The offence in this section is an infringement offence (see subpart 5 of Part 8).

“Compare: 1993 No 106 s 18(1)–(2)

“Offences

“461I Offence to knowingly fail to comply with financial reporting standards

“(1) An FMC reporting entity and every director of the entity commit an offence if—

“(a) any of the following fail to comply with an applicable financial reporting standard:

“(i) the financial statements of the entity prepared under section 460:

“(ii) group financial statements in relation to a group comprising the entity and its subsidiaries prepared under section 461:

“(iii) in the case of a manager of a registered scheme, financial statements for the scheme or a fund referred to in section 461A:

“(iv) the financial statements prepared by the entity under section 461B; and

“(b) the entity or the director (as the case may be) knows that the financial statements or group financial statements (as the case may be) fail to so comply when those statements are lodged.

“(2) A person who commits an offence under subsection (1) is liable on conviction,—

“(a) in the case of an individual, to imprisonment for a term not exceeding 5 years, a fine not exceeding $500,000, or both; and

“(b) in any other case, to a fine not exceeding $2.5 million.

“FMC reporting entities with higher level of public accountability

“461J External Reporting Board must have regard to indication of level of public accountability

“(1) Subsection (2) applies when the External Reporting Board is preparing a proposal to vary or replace the strategy for establishing different tiers of financial reporting (see sections 29 to 33 of the Financial Reporting Act 2013).

“(2) The External Reporting Board must have regard to which FMC reporting entities are considered to have a higher level of public accountability under section 461K.

“(3) Nothing in this section or section 461K requires any particular class of FMC reporting entity to be included within a particular tier of financial reporting (for example, some entities referred to in section 461K(1) could be included in one tier while other entities referred to in that subsection could be included in another tier).

“461K FMA reporting entities considered to have higher level of public accountability

“(1) The following FMC reporting entities are considered to have a higher level of public accountability than other FMC reporting entities:

“(a) issuers of equity securities or debt securities under a regulated offer:

“(b) managers of registered schemes, but only in respect of financial statements of a scheme or fund prepared under section 461A:

“(c) listed issuers:

“(d) registered banks:

“(e) licensed insurers:

“(f) credit unions:

“(g) building societies:

“(h) an FMC reporting entity, or a class of FMC reporting entities, specified for the purposes of this paragraph by a notice issued under section 461L(1)(a).

“(2) However, an FMC reporting entity, or a class of FMC reporting entities, is not considered to have a higher level of public accountability than other FMC reporting entities if the entity or class is specified for the purposes of this subsection by a notice issued under section 461L(1)(b).

“(3) Subsection (1)(b) does not limit subsection (1)(h).

“461L FMA may issue notice relating to level of public accountability

“(1) The FMA may issue a notice that specifies an FMC reporting entity, or a class of FMC reporting entities, for the purposes of—

“(a) section 461K(1)(h); or

“(b) section 461K(2).

“(2) The FMA must, before issuing a notice under subsection (1), be satisfied that the notice is necessary or desirable in order to promote the main purposes of this Act as specified in section 3 or any of the additional purposes specified in section 4.

“(3) Subpart 5 of Part 9 (general provisions relating to certain FMA instruments) applies to a notice under this section.

“Subpart 4—Civil liability for certain contraventions of this Part

“461M Part 7 financial reporting provisions

“(1) All of the provisions specified in subsections (3) and (4) are Part 7 financial reporting provisions.

“(2) A contravention of any of the provisions listed in subsection (3) may give rise to civil liability (see subpart 3 of Part 8), including a pecuniary penalty not exceeding the greatest of the consideration for the relevant transaction, 3 times the amount of the gain made or the loss avoided, and $1 million in the case of an individual or $5 million in any other case.

“(3) The provisions are the following:

“(a) section 455 (FMC reporting entities must keep proper accounting records):

“(b) sections 460, 461, 461A, and 461B (financial statements and group financial statements must be prepared):

“(c) section 461D (financial statements must be audited):

“(d) section 461H (financial statements must be lodged).

“(4) A contravention of section 456 or 458 (place where, and period for which, accounting records to be kept) may give rise to civil liability (see subpart 3 of Part 8), including a pecuniary penalty not exceeding $200,000 in the case of an individual or $600,000 in any other case.”

49 Section 462 amended (When FMA may make stop orders)

After section 462(1)(g), insert:
- “(ga) an issuer of financial products, or a person that provides a licensed market service, has contravened any provision of Part 7; or”.

50 Section 489 amended (When court may make pecuniary penalty orders)

Replace section 489(3) with:
- “(3) However, a pecuniary penalty order may not be made—
  
  “(a) for a contravention, or involvement in a contravention, of section 19:
  
  “(b) in the circumstances referred to in section 461C.”

51 Section 490 amended (Maximum amount of pecuniary penalty)

In section 490(2)(f), replace “section 461(4)” with “section 461M(4)”.

52 Section 501 amended (Additional disclosure defence for directors who are treated as contravening)

(1) In the heading to section 501, after “disclosure”, insert “or financial reporting”.

(2) In section 501(1)(a), replace “section 82, 99, or 427” with “any of sections 82, 99, 427, 460 to 461B, 461D, and 461H”.

53 Section 534 amended (Directors treated as having contravened in case of defective disclosure)

(1) In the heading to section 534, after “disclosure”, insert “or financial reporting contravention”.
(2) After section 534(1)(c), insert:
- “(ca) an FMC reporting entity has contravened any of sections 460 to 461B, 461D, and 461H (financial reporting obligations); or”.
(3) In section 534(3) and (5), after “authorised body,”, insert “FMC reporting entity,”.

(4) In section 534(3), after “(c),”, insert “(ca),”.

54 Section 543 amended (Regulations for purposes of Part 3 (Disclosure of offers of financial products))

After section 543(1)(l), insert:
- “(la) prescribing circumstances for the purposes of section 453(b)(ii):
- “(lb) prescribing circumstances for the purposes of clause 27A of Schedule 1:”.

55 Section 547 amended (Transitionals, savings, and orderly implementation of Act and related enactments)

(1) In section 547(1)(a) and (b), replace “Schedule 4” with “the specified enactments”.
(2) In section 547(6), definition of specified enactments, insert after paragraph (a):
- “(ab) the Financial Reporting Act 2013; and
- “(ac) the Financial Reporting (Amendments to Other Enactments) Act 2013; and”.

56 Section 554 amended (Regulations or exemptions may require compliance with generally accepted accounting practice, standards, or FMA frameworks or methodologies)

Replace section 554(3) with:
- “(3) In this section,—
  
  “auditing and assurance standard has the same meaning as in section 5(1) of the Financial Reporting Act 2013
  
  “financial reporting standard has the same meaning as in section 5(1) of the Financial Reporting Act 2013.”

57 New section 561A inserted (Financial reporting exemptions)

After section 561, insert:
“561A Financial reporting exemptions

“(1) An exemption granted under this subpart in relation to any provision of Part 7 may, if the FMA thinks fit, apply to an accounting period that commenced before the exemption is granted (including an accounting period that ended before the exemption is granted) if the exemption is granted before the financial statements or group financial statements for that period are required to be lodged under that Part.

“(2) In deciding whether to grant, amend, or revoke an exemption under this subpart in relation to any provision of Part 7, the FMA must consult the Reserve Bank if the exemption concerns any of the following:

“(a) a registered bank:

“(b) a licensed insurer:

“(c) an NBDT.”

58 Section 570 amended (Application of subpart)

After section 570(a), insert:
- “(ab) notices issued under section 461L:”.

59 Section 571 amended (Status and publication of instruments)

After section 571(2)(a), insert:
- “(ab) a notice issued under section 461L in respect of a class of FMC reporting entities:”.

60 Schedule 1 amended

In Schedule 1, after clause 27, insert:
“27A Offeror is FMC reporting entity in prescribed circumstances

A person to whom clause 26 applies is an FMC reporting entity in the prescribed circumstances.”

61 Schedule 4 amended

(1) In Schedule 4, after clause 20(2), insert:
- “(2A) For the purposes of subclause (1), the security must, on and after the effective date, be treated as being a regulated product under section 451(a) and, accordingly, the issuer must be treated as being an FMC reporting entity (unless section 452 applies).
- “(2B) See section 56 of the Financial Reporting Act 2013 (which provides for the former law to generally continue to apply to accounting periods that commence before the commencement of that Act).”
(2) In Schedule 4, repeal clause 50.

62 Financial Markets (Repeals and Amendments) Act 2013 amended

(1) This section amends the Financial Markets (Repeals and Amendments) Act 2013.

(2) In the Schedule, item relating to the Auditor Regulation Act 2011, repeal the item relating to paragraph (b) of the definition of issuer audit in section 6(1).

(3) In the Schedule, repeal the items relating to the Financial Reporting Act 1993.

Amendments to Friendly Societies and Credit Unions Act 1982

63 Principal Act

Sections 64 to 85 amend the Friendly Societies and Credit Unions Act 1982 (the principal Act).

64 Section 2 amended (Interpretation)

(1) In section 2, insert in their appropriate alphabetical order:

“applicable auditing and assurance standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“applicable financial reporting standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

“non-GAAP standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“qualified auditor has the same meaning as in section 35 of the Financial Reporting Act 2013”.

(2) In section 2, repeal the definition of exempt society or exempt branch or exempt credit union.

(3) In section 2, repeal the definitions of licensed auditor and registered audit firm.

65 Section 9 amended (Registrar may publish statements, etc)

In section 9(a), delete “(including forms of accounts, and statements of financial position)”.

66 Section 41 repealed (Inspection of books and accounts of society)

Repeal section 41.

67 Cross-heading above section 59 replaced

Replace the cross-heading above section 59 with:

“Accounting records and financial reporting”.

68 Section 59 amended (Financial year)

Repeal section 59(3).

69 Sections 60 to 64 replaced

Replace sections 60 to 64 with:
“60 Accounting records must be kept

“(1) Every registered society or branch must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the society or branch; and

“(b) will enable the society or branch to ensure that the financial statements of the society or branch comply with the requirements of this Act or any other Act (if those statements are required to be prepared); and

“(c) will enable the financial statements of the society or branch to be readily and properly audited (if those statements are required to be audited).

“(2) Every registered society or branch must establish and maintain a satisfactory system of control of its accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.
“61 Non-application of section 63 if alternative financial reporting duties under financial markets legislation

Section 63 does not apply to a registered society or branch in relation to a financial year if financial statements in relation to the society or branch and that financial year are required to be prepared under subpart 3 of Part 7 of the Financial Markets Conduct Act 2013 or section 55 of the Financial Reporting Act 2013.
“62 Meaning of specified not-for-profit entity

In sections 63 to 64A, a registered society or branch is, in respect of a financial year, a specified not-for-profit entity if it is such an entity in respect of that year under section 46 of the Financial Reporting Act 2013.
“63 Financial statements must be prepared

“(1) Every registered society or branch must ensure that, within 3 months after the end of the financial year of the society or branch, financial statements are—

“(a) completed in relation to the society or branch and that financial year; and

“(b) dated and signed on behalf of the society or branch by the secretary of the society or branch and either by 2 members of its committee of management acting on behalf of that committee, or by 1 member of its committee of management acting on behalf of that committee and by 1 of the trustees of the society or branch.

“(2) The financial statements must be prepared in accordance with,—

“(a) in the case of a specified not-for-profit entity, generally accepted accounting practice; or

“(b) in any other case, either generally accepted accounting practice or a non-GAAP standard that applies for the purposes of this section.

“(3) A registered society or branch must not publish any financial statements unless—

“(a) those financial statements have been audited by the auditor or auditors last appointed to audit the financial statements of the society or branch; and

“(b) those financial statements include, or are accompanied by, a report by the auditor or auditors.

“(4) Subsection (3) does not apply if the financial statements are not required to be audited.

“(5) This section is subject to sections 61 and 64.
“64 Registered society or branch may opt out

“(1) This section applies to a registered society or branch that would, but for this section, be required to comply with section 63 unless the rules of the society or branch expressly provide that this section does not apply.

“(2) However, this section does not apply to a registered society or branch in respect of a financial year if, in each of the 2 preceding financial years, the total operating expenditure of the society or branch is $30 million or more.

“(3) The members of a registered society or branch may, at a meeting of the society or branch held within 6 months from the start of a financial year, opt out of compliance with section 63 in relation to that financial year by way of a resolution of a majority of the members of the registered society or branch.

“(4) If the members opt out of compliance with section 63 in relation to a financial year under this section, the section does not apply to the society or branch in relation to that financial year.

“(5) A financial reporting standard (or a part of a standard) issued by the External Reporting Board that is expressed as applying for the purposes of this section must be applied in determining whether subsection (2) applies.
“64A Obligation to appoint auditors

“(1) Every registered society or branch that is a specified not-for-profit entity in respect of a financial year must appoint a qualified auditor to audit its financial statements for that year (whether the financial statements are prepared under this Act or another Act).

“(2) Subsection (1) does not apply if financial statements for that year are not required to be prepared under any Act.

“(3) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to a registered society or branch).

“(4) If a registered society or branch is not a specified not-for-profit entity in respect of a financial year, the society or branch must appoint a qualified auditor to audit its financial statements for that year if the rules of the society or branch require an auditor to be appointed.
“64B Registrar may appoint auditor

The Registrar may appoint an auditor if—

“(a) no auditor is appointed as required by section 64A; or

“(b) a casual vacancy in the office of auditor is not filled within 1 month of the vacancy occurring.
“64C Offences relating to accounting records and financial reporting

Every registered society or branch commits an offence and is liable on conviction to a fine not exceeding $50,000 if—

“(a) the society or branch fails to comply with section 60, 63(3), or 64A; or

“(b) the society or branch is required to comply with section 63 and the financial statements of the society or branch—

“(i) are not completed and signed within the time specified in that section; or

“(ii) fail to comply with an applicable financial reporting standard or a non-GAAP standard (as the case may be).
“64D Audit must be carried out in accordance with auditing and assurance standards

An auditor must, in carrying out an audit of the financial statements of a registered society or branch, comply with all applicable auditing and assurance standards.
“64E Auditor must report to society or branch

“(1) The auditor of a registered society or branch must make a report to the society or branch on the financial statements audited by the auditor.

“(2) The auditor's report must comply with the requirements of all applicable auditing and assurance standards.”

70 Section 65 amended (Reappointment and removal of auditors)

(1) In section 65(1), replace “accounts and statement of financial position” with “financial statements”.
(2) After section 65(1)(a), insert:
- “(ab) financial statements for the current financial year are not required to be prepared; or
- “(ac) the society or branch is not required under section 64A or any other enactment to appoint an auditor for the current financial year; or”.

71 Section 68 repealed (Auditors' report)

Repeal section 68.

72 Section 69 amended (Auditors' rights of access)

(1) In the heading to section 69, replace “of access” with “to attend and be heard at meetings”.

(2) Repeal section 69(1).

73 Section 70 amended (Annual return)

(1) Replace section 70(3)(b) and (c) with:
- “(b) must contain, if financial statements are required by this Act or any other Act to be prepared in relation to the society or branch for the financial year to which the return relates, a copy of those financial statements; and”.
(2) Replace section 70(5) with:
- “(5) The annual return sent to the Registrar must be accompanied by the auditor's report on the financial statements referred to in subsection (3)(b) (if any).”

74 Section 72 replaced (Annual return to be supplied to members)

Replace section 72 with:
“72 Annual return to be supplied to members

“(1) A registered society or branch must, on the application of a member or person interested in its funds, supply to the member or person without charge a copy of the last annual return of the society or branch.

“(2) A registered society or branch must provide, together with every copy of an annual return supplied under subsection (1), a copy of the auditor's report on the financial statements contained in the return (if any).”

75 Section 73 replaced (Accounts and statement of financial position to be available)

Replace section 73 with:
“73 Financial statements must be available

Every registered society or branch must keep available for inspection (without charge), by a member or person interested in its funds, at its office during ordinary office hours a copy of the last financial statements completed and signed in accordance with this Act or any other Act (if any), together with the auditor's report (if any) and a copy of the last actuarial report.”

76 Cross-heading below section 118 replaced

Replace the cross-heading below section 118 with:

“Accounting records and financial reporting”.

77 Section 120 amended (Financial year of credit union)

Repeal section 120(3).

78 Sections 121 to 125 replaced

Replace sections 121 to 125 with:
“121 Accounting records must be kept

Every credit union must comply with subpart 2 of Part 7 of the Financial Markets Conduct Act 2013 (which relates to accounting records).
“122 Financial reporting

Every credit union must comply with subpart 3 of Part 7 of the Financial Markets Conduct Act 2013 (which relates to the preparation, audit, and lodgement of financial statements).
“123 Obligation to appoint auditors

“(1) Every credit union must, in each financial year, appoint a qualified auditor to audit its financial statements for that year.

“(2) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to a credit union).
“124 General matters relating to auditors

For the purposes of this Part, the following provisions of this Act, as far as they are applicable and with the necessary modifications, apply in respect of credit unions as if they were societies registered under Part 2:

“(a) section 64B (which relates to the Registrar appointing an auditor):

“(b) sections 64D and 64E (which relate to compliance with auditing and assurance standards):

“(c) section 65 (which relates to the reappointment and removal of auditors):

“(d) section 66 (which relates to notices of resolution affecting the appointment or removal of auditors):

“(e) section 67 (which relates to proceedings subsequent to a notice of intention to move a resolution):

“(f) section 69 (which relates to auditors' rights to attend and be heard at meetings).”

79 Section 127 amended (Annual return)

(1) Replace section 127(3)(b) and (c) with:
- “(b) must contain a copy of the financial statements that are prepared in relation to the credit union for the financial year; and”.
(2) Replace section 127(4) with:
- “(4) The annual return sent to the Registrar must be accompanied by the auditor's report on the financial statements referred to in subsection (3)(b).”

80 Section 129 replaced (Annual return to be supplied to members)

Replace section 129 with:
“129 Annual return to be supplied to members

“(1) A credit union must, on the application of a member or person interested in its funds, supply to the member or person without charge a copy of the last annual return of the credit union.

“(2) A credit union must provide, together with every copy of an annual return supplied under subsection (1), a copy of the auditor's report on the financial statements contained in the return.”

81 Section 131 repealed (Inspection of books and accounts of credit union)

Repeal section 131.

82 Section 132 replaced (Accounts and statement of financial position to be available)

Replace section 132 with:
“132 Financial statements must be available

Every credit union must keep available for inspection (without charge), by a member or person interested in its funds, at its office during ordinary office hours a copy of the last financial statements completed and signed in accordance with the Financial Markets Conduct Act 2013 or any other Act, together with the auditor's report.”

83 Section 146 amended (Registration of association)

In section 146(3)(e), replace “sections 124 and” with “section”.

84 Schedule 2 amended

In Schedule 2, item 6, replace “the audit of the accounts at least once a year” with “the audit (if any) of the financial statements”.

85 Schedule 3 amended

In Schedule 3, item 6, replace “the audit of the accounts at least once a year” with “the audit (if any) of the financial statements”.

86 Transitional provision for registered societies and branches

(1) The Friendly Societies and Credit Unions Act 1982, as amended by sections 64 to 85, applies to a registered society or branch in relation to financial years that commence on or after the commencement of this section.

(2) The Friendly Societies and Credit Unions Act 1982, as in force before the commencement of this section, continues to apply to a registered society or branch in relation to financial years that commenced before the commencement of this section as if this Act and the Financial Reporting Act 2013 had not been enacted.

(3) This section is subject to sections 55 and 56 of the Financial Reporting Act 2013 (which require issuers, on a transitional basis, to continue complying with the Financial Reporting Act 1993 and provide transitional rules for FMC reporting entities).

87 Transitional provision for credit unions

(1) The Friendly Societies and Credit Unions Act 1982, as amended by sections 64 to 85, applies to a credit union in relation to financial years that commence on or after the commencement of this section.

(2) The Friendly Societies and Credit Unions Act 1982, as in force before the commencement of this section, continues to apply to a credit union in relation to financial years that commenced before the commencement of this section as if this Act and the Financial Reporting Act 2013 had not been enacted.

(3) This section is subject to sections 55 and 56 of the Financial Reporting Act 2013 (which require issuers, on a transitional basis, to continue complying with the Financial Reporting Act 1993 and provide transitional rules for FMC reporting entities).

Amendments to Gambling Act 2003

88 Principal Act

Sections 89 and 90 amend the Gambling Act 2003 (the principal Act).

89 Section 107 amended (Corporate society must provide annual report to Secretary)

Replace section 107(6) with:
- “(6) In this section and section 108A, auditor means,—
  
  “(a) in the case of a public entity under the Public Audit Act 2001, the Auditor-General; or
  
  “(b) in any other case, a person who is a qualified auditor within the meaning of section 35 of the Financial Reporting Act 2013.”

90 Section 108 replaced (Contents of annual report)

Replace section 108 with:
“108 Contents of annual report

“(1) An annual report must include—

“(a) an itemised statement of the application or distribution of net proceeds from class 4 gambling for authorised purposes; and

“(b) financial statements prepared in accordance with generally accepted accounting practice.

“(2) In this section,—

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013.
“108A Audit must be carried out in accordance with auditing and assurance standards

“(1) An auditor must, in carrying out an audit on the information contained in an annual report under section 107, comply with all applicable auditing and assurance standards.

“(2) The auditor's report on the information contained in the annual report must comply with the requirements of all applicable auditing and assurance standards.

“(3) This section does not apply to a corporate society that is a public entity under the Public Audit Act 2001.

“(4) In this section, applicable auditing and assurance standard has the same meaning as in section 5 of the Financial Reporting Act 2013.
“108B Clubs that operate gambling equipment at non-commercial class 4 venues must make financial statements available to members

“(1) This section applies to a corporate society that is a club that operates gambling equipment at a non-commercial class 4 venue that—

“(a) it owns or leases; and

“(b) is mainly for the use of club members.

“(2) A corporate society to which this section applies must ensure that a copy of any financial statements referred to in section 108(1)(b) and a copy of the auditor's report on those statements are sent to the members or shareholders of the society (if any) within 20 working days after the annual report is required to be provided to the Secretary under section 107.

“(3) A corporate society that contravenes subsection (2) commits an offence and is liable on conviction to a fine not exceeding $10,000.
“108C Other corporate societies must make financial statements available on Internet

“(1) This section applies to a corporate society other than a corporate society to which section 108B applies.

“(2) A corporate society to which this section applies must, not later than 4 months after the end of its financial year, ensure that a copy of any financial statements referred to in section 108(1)(b) for that financial year and a copy of the auditor's report on those statements are available at all reasonable times on an Internet site maintained by or on behalf of the society.

“(3) This section does not limit any other duty under this Act or regulations made under this Act to make available the annual report, the financial statements, or the auditor's report.

“(4) A corporate society that contravenes subsection (2) commits an offence and is liable on conviction to a fine not exceeding $10,000.”

91 Transitional provision

(1) The Gambling Act 2003, as amended by sections 89 and 90, applies to a corporate society in relation to financial years that commence on or after the commencement of this section.

(2) The Gambling Act 2003, as in force before the commencement of this section, continues to apply to a corporate society in relation to financial years that commenced before the commencement of this section as if this Act and the Financial Reporting Act 2013 had not been enacted.

Amendments to Income Tax Act 2007

92 Principal Act

Sections 93 to 97 amend the Income Tax Act 2007 (the principal Act).

93 Section EX 21C amended (Applicable accounting standards for section EX 21E)

(1) In section EX 21C(1), replace “subsections (2) to (7)” with “subsections (2) to (5) and section EZ 32F”.

(2) Repeal section EX 21C(6) and (7).

(3) In section EX 21C(9), replace “subsections (2) to (7)” with “subsections (2) to (5) and section EZ 32F”.

94 Section EX 21E amended (Non-attributing active CFC: test based on accounting standard)

(1) In section EX 21E(10)(a)(i), before “generally accepted accounting practice”, insert “former”.

(2) In section EX 21E(10)(e), before “generally accepted accounting practice”, insert “former”.

(3) In section EX 21E(12)(f), the words before the paragraphs, before “generally accepted accounting practice”, insert “former”.

(4) In section EX 21E(12)(g), the words before the paragraphs, before “generally accepted accounting practice”, insert “former”.

(5) In section EX 21E, list of defined terms, insert “former generally accepted accounting practice without IFRS”.

95 New section EZ 32F inserted (Applicable accounting standard for section EX 21E: former generally accepted accounting practice without IFRS)

After section EZ 32E, insert:
“EZ 32F Applicable accounting standard for section EX 21E: former generally accepted accounting practice without IFRS

“When this section applies

“(1) This section applies when—

“(a) a person (the interest holder) with an interest in a CFC is applying section EX 21E (Non-attributing active CFC: Test based on accounting standard) for an accounting period to determine whether the CFC is a non-attributing active CFC for the person; and

“(b) section GB 15C (Arrangements related to accounting test for non-attributing active CFC) does not apply.

“Former generally accepted accounting practice without IFRS for CFC

“(2) The interest holder may use former generally accepted accounting practice without IFRS for the CFC and the accounting period if the interest holder or another person is a company resident in New Zealand that—

“(a) has no revenue under former Financial Reporting Standard 34 and former Financial Reporting Standard 35; and

“(b) is an issuer under section 4 of the former Financial Reporting Act in neither of the current and preceding accounting periods; and

“(c) is not required by section 19 of the former Financial Reporting Act to file its accounts with the Registrar of Companies; and

“(d) is not a large company under section 19A(1)(b) of the former Financial Reporting Act; and

“(e) does not have accounts that are prepared and audited under generally accepted accounting practice with IFRS; and

“(f) is not a subsidiary of a company having accounts that—

“(i) include the accounts of the subsidiary; and

“(ii) are prepared and audited, or required to be prepared, under generally accepted accounting practice with IFRS; and

“(g) has accounts that—

“(i) include the accounts of the CFC; and

“(ii) comply with former generally accepted accounting practice without IFRS; and

“(iii) meet the audit requirements of section EX 21C(8).

“Former generally accepted accounting practice without IFRS for CFC's test group

“(3) The interest holder may use former generally accepted accounting practice without IFRS for the CFC's test group under section EX 21D(1) (Non-attributing active CFC: default test) if the interest holder or another person is a company resident in New Zealand that—

“(a) has no revenue under former Financial Reporting Standard 34 and former Financial Reporting Standard 35; and

“(b) is an issuer under section 4 of the former Financial Reporting Act in neither of the current and preceding accounting periods; and

“(c) is not required by section 19 of the former Financial Reporting Act to file its accounts with the Registrar of Companies; and

“(d) is not a large company under section 19A(1)(b) of the former Financial Reporting Act; and

“(e) does not have accounts that are prepared and audited under generally accepted accounting practice with IFRS; and

“(f) is not a subsidiary of a company having accounts that—

“(i) include the accounts of the subsidiary; and

“(ii) are prepared and audited, or required to be prepared, under generally accepted accounting practice with IFRS; and

“(g) has accounts that—

“(i) include the accounts of the members of the CFC's test group; and

“(ii) comply with former generally accepted accounting practice without IFRS; and

“(iii) meet the audit requirements of section EX 21C(8).

“Terms relating to generally accepted accounting practice before repeal of Financial Reporting Act 1993

“(4) In this section and section EX 21E,—

“former Financial Reporting Act means the Financial Reporting Act 1993—

“(a) as it was before being repealed under the Financial Reporting Act 2013; and

“(b) treated as if it applied to resident companies for the purposes of this section and section EX 21E

“former Financial Reporting Standard 34 means the Financial Reporting Standard 34 issued under the former Financial Reporting Act as the standard was before the repeal of the Financial Reporting Act 1993 under the Financial Reporting Act 2013

“former Financial Reporting Standard 35 means the Financial Reporting Standard 35 issued under the former Financial Reporting Act as the standard was before the repeal of the Financial Reporting Act 1993 under the Financial Reporting Act 2013

“former financial reporting standards without IFRS means the financial reporting standards, other than IFRSs, approved or issued under the former Financial Reporting Act 1993 as the standards were before the repeal of the Financial Reporting Act 1993 under the Financial Reporting Act 2013

“former generally accepted accounting practice without IFRS means the generally accepted accounting practice in New Zealand,—

“(a) as the practice was before the repeal of the Financial Reporting Act 1993 under the Financial Reporting Act 2013; and

“(b) for persons who under the former Financial Reporting Act are not required to use IFRS but are required to comply with the former financial reporting standards without IFRS

“generally accepted accounting practice with IFRS means the generally accepted accounting practice in New Zealand including IFRSs and the framework for differential reporting for entities applying the New Zealand equivalents to the international financial standards reporting regime.

“Defined in this Act: accounting period, CFC, company, former Financial Reporting Act, former Financial Reporting Standard 34, former Financial Reporting Standard 35, former financial reporting standards without IFRS, former generally accepted accounting practice without IFRS, generally accepted accounting practice, generally accepted accounting practice with IFRS, IFRS, non-attributing active CFC, resident in New Zealand”.

96 Section FE 36B amended (Identifying members of New Zealand banking group: Crown-owned, no interest apportionment)

(1) In section FE 36B(3), heading, replace “Financial Reporting Act 1993” with “Financial Reporting Act 2013”.
(2) Replace section FE 36B(3)(a) and (b) with:
- “(a) under the Financial Reporting Act 2013, or under section 55 of that Act and the Financial Reporting Act 1993, is a member of the group for which the registered bank is the reporting entity:
- “(b) would be a member of the group referred to in paragraph (a) but for the relevant materiality thresholds.”

97 Section YA 1 amended (Definitions)

In section YA 1, in the appropriate alphabetical order, insert:

“former Financial Reporting Act is defined in section EZ 32F(4) (Applicable accounting standard for section EX 21E: former generally accepted accounting practice without IFRS) for the purposes of that section and section EX 21E

“former Financial Reporting Standard 34 is defined in section EZ 32F(4) (Applicable accounting standard for section EX 21E: former generally accepted accounting practice without IFRS) for the purposes of that section and section EX 21E

“former Financial Reporting Standard 35 is defined in section EZ 32F(4) (Applicable accounting standard for section EX 21E: former generally accepted accounting practice without IFRS) for the purposes of that section and section EX 21E

“former financial reporting standards without IFRS is defined in section EZ 32F(4) (Applicable accounting standard for section EX 21E: former generally accepted accounting practice without IFRS) for the purposes of that section and section EX 21E

“former generally accepted accounting practice without IFRS is defined in section EZ 32F(4) (Applicable accounting standard for section EX 21E: former generally accepted accounting practice without IFRS) for the purposes of that section and section EX 21E

“generally accepted accounting practice with IFRS is defined in section EZ 32F(4) (Applicable accounting standard for section EX 21E: former generally accepted accounting practice without IFRS) for the purposes of that section and section EX 21E”.

Amendments to Industrial and Provident Societies Act 1908

98 Principal Act

Sections 99 to 102 amend the Industrial and Provident Societies Act 1908 (the principal Act).

99 Section 8 amended (Duties and obligations of societies)

(1) Repeal section 8(a)(iii) and (vii).
(2) Replace section 8(a)(iv) with:
- “(iv) within 3 months of each balance date of the society, send to the Registrar an annual return that is in the form and contains all of the particulars that the Registrar may from time to time require together with a prescribed fee (if any):”.
(3) Replace section 8(a)(vi) with:
- “(vi) supply without charge to every member or person interested in the funds of the society, on application, a copy of the last annual return of the society:”.
(4) In section 8, insert as subsections (2) and (3):
- “(2) In subsection (1)(a)(iv), balance date has the same meaning as in section 41 of the Financial Reporting Act 2013.
- “(3) Subsection (1)(b) to (e) do not apply in relation to sections 8A to 8M.”

100 New sections 8A to 8M inserted

After section 8, insert:
“8A Accounting records must be kept

“(1) Every registered society must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the society; and

“(b) will enable the society to ensure that the financial statements of the society comply with generally accepted accounting practice (if the society is required to prepare those statements); and

“(c) will enable the financial statements of the society to be readily and properly audited (if those statements are required to be audited).

“(2) Every registered society must establish and maintain a satisfactory system of control of its accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.
“8B Non-application of provisions if alternative financial reporting duties under financial markets legislation

Sections 8D and 8E do not apply to a registered society in relation to an accounting period if financial statements of the society are required to be prepared for that period under subpart 3 of Part 7 of the Financial Markets Conduct Act 2013 or section 55 of the Financial Reporting Act 2013.
“8C Interpretation for financial reporting provisions

“(1) In sections 8A to 8M, accounting period, applicable auditing and assurance standard, and applicable financial reporting standard have the same meanings as in section 5 of the Financial Reporting Act 2013.

“(2) In sections 8A to 8M and 19,—

“balance date has the same meaning as in section 41 of the Financial Reporting Act 2013

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

“large registered society means a registered society that is large under section 45 of the Financial Reporting Act 2013

“qualified auditor has the same meaning as in section 35 of the Financial Reporting Act 2013.
“8D Financial statements must be prepared

“(1) This section applies to—

“(a) every large registered society; and

“(b) every other registered society unless the society has opted out of compliance with this section in accordance with section 8K.

“(2) Every registered society to which this section applies must ensure that, within 4 months after the balance date of the society, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the society and that balance date; and

“(b) dated and signed on behalf of the society by 2 members of the committee of the society.
“8E Financial statements must be audited

“(1) This section applies to every registered society unless the society has opted out of compliance with this section in accordance with section 8K or 8L.

“(2) Every registered society to which this section applies must ensure that the financial statements of the society prepared under section 8D (if any) are audited by a qualified auditor.

“(3) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to a registered society).
“8F Audit must be carried out in accordance with auditing and assurance standards

“(1) An auditor must, in carrying out an audit for the purposes of section 8E, comply with all applicable auditing and assurance standards.

“(2) The auditor's report must comply with the requirements of all applicable auditing and assurance standards.
“8G Financial statements must be sent to members

“(1) Every registered society that is required to prepare financial statements under section 8D must ensure that, within 4 months after the balance date of the society, copies of those statements are sent to every member of the society.

“(2) If the financial statements are required to be audited, the statements sent under subsection (1) must be accompanied by a copy of the auditor's report on those statements.
“8H Registration of financial statements

“(1) A large registered society that is required to prepare financial statements under section 8D must ensure that, within 4 months after the balance date of the society, copies of those statements and a copy of any auditor's report on those statements are delivered to the Registrar for registration.

“(2) The registered society must, when the financial statements are registered, pay to the Registrar the prescribed registration fee (if any).
“8I Inspection of registered financial statements

Any person may, on payment of the prescribed fee (if any), inspect the copies of any financial statements and auditor's report on those statements delivered to the Registrar under section 8H.
“8J Financial reporting offences

“(1) Subsection (2) applies if—

“(a) a registered society fails to comply with section 8A, 8E, 8G, or 8H; or

“(b) a registered society is required to comply with section 8D and financial statements of the society—

“(i) are not completed and signed within the time specified in that section; or

“(ii) fail to comply with an applicable financial reporting standard.

“(2) The registered society and every member of the committee of the society commit an offence and are liable on conviction to a fine not exceeding $50,000.

“(3) It is a defence to a member of the committee of a society charged with an offence under this section in respect of a requirement referred to in subsection (1) if the member proves that—

“(a) the society took all reasonable and proper steps to ensure that the requirement would be complied with; or

“(b) the member took all reasonable steps to ensure that the requirement would be complied with; or

“(c) in the circumstances, the member could not reasonably have been expected to take steps to ensure that the requirement would be complied with.
“8K Societies (other than large societies) may opt out of preparation and audit requirements

“(1) This section applies to a registered society other than—

“(a) a large registered society; or

“(b) a society whose rules expressly provide that this section does not apply.

“(2) The members of a registered society may, at a meeting held within 6 months from the start of an accounting period, opt out of compliance with either or both of the following provisions in relation to that accounting period by way of a resolution passed under section 8M:

“(a) section 8D (preparation of financial statements):

“(b) section 8E (audit requirement).
“8L Large societies may opt out of audit requirements

“(1) This section applies to a large registered society other than a society whose rules expressly provide that this section does not apply.

“(2) The members of a registered society may, at a meeting held within 6 months from the start of an accounting period, opt out of compliance with section 8E (audit requirement) in relation to that accounting period by way of a resolution passed under section 8M.
“8M Resolution to opt out

“(1) For the purposes of sections 8K and 8L, the resolution must be passed at a meeting by not less than 95% of the members of the society for the time being entitled under the rules to vote that are present in person or by proxy (where the rules allow proxies) at the meeting.

“(2) Notice of the meeting, specifying the intention to propose the resolution, must be duly given in accordance with the rules of the society.

“(3) If the members opt out of compliance with a provision in relation to an accounting period under section 8K or 8L, the provision does not apply to the registered society in relation to that period.”

101 Section 16 amended (Penalties)

(1) In section 16(a), delete “any statement of financial position of a registered society, or”.
(2) In section 16, insert as subsection (2):
- “(2) Subsection (1) does not apply in relation to sections 8A to 8M.”

102 Section 19 amended (Appointment of auditors)

(1) In section 19(1), replace “an auditor or auditors” with “a qualified auditor”.

(2) In section 19(1A), replace “appoint an auditor” with “appoint a qualified auditor”.

(3) Repeal section 19(2) to (3).

103 Transitional provision

(1) The Industrial and Provident Societies Act 1908, as amended by sections 99 to 102, applies to a registered society in relation to accounting periods that commence on or after the commencement of this section.

(2) The Industrial and Provident Societies Act 1908, as in force before the commencement of this section, continues to apply to a registered society in relation to accounting periods that commenced before the commencement of this section as if this Act and the Financial Reporting Act 2013 had not been enacted.

(3) This section is subject to sections 55 and 56 of the Financial Reporting Act 2013 (which require issuers, on a transitional basis, to continue complying with the Financial Reporting Act 1993 and provide transitional rules for FMC reporting entities).

Amendments to Limited Partnerships Act 2008

104 Principal Act

Sections 105 to 107 amend the Limited Partnerships Act 2008 (the principal Act).

105 Section 10 amended (Contents of partnership agreement)

Repeal section 10(f).

106 Section 74 amended (Records of limited partnership)

In section 74(1)(f), after “section 75”, insert “(if any)”.

107 Section 75 replaced (Obligation to prepare financial statements)

Replace section 75 with:
“Financial reporting
“75 Financial statements must be prepared

“(1) The general partners of a large limited partnership, or of a limited partnership that has opted into compliance with this section under section 75F, must ensure that, within 5 months after the balance date of the limited partnership, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the limited partnership and that balance date; and

“(b) dated and signed on behalf of the general partners by 2 general partners of the limited partnership, or, if the limited partnership has only 1 general partner, by that general partner.

“(2) In sections 75A to 75G, accounting period, applicable auditing and assurance standard, and applicable financial reporting standard have the same meanings as in section 5 of the Financial Reporting Act 2013.

“(3) In this section and sections 75A to 75G,—

“balance date has the same meaning as in section 41 of the Financial Reporting Act 2013

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

“large limited partnership—

“(a) means a limited partnership that is large under section 45 of the Financial Reporting Act 2013; and

“(b) includes a limited partnership that is a public entity

“public entity has the same meaning as in section 5 of the Public Audit Act 2001

“qualified auditor has the same meaning as in section 35 of the Financial Reporting Act 2013.
“75A Financial statements must be audited

“(1) The general partners of a large limited partnership, or of a limited partnership that has opted into compliance with this section under section 75F, must ensure that the financial statements of the limited partnership are audited by a qualified auditor.

“(2) This section does not apply to a large limited partnership if the limited partnership opts out of this section under section 75G.

“(3) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to a limited partnership).
“75B Audit must be carried out in accordance with auditing and assurance standards

“(1) An auditor must, in carrying out an audit for the purposes of section 75A, comply with all applicable auditing and assurance standards.

“(2) The auditor's report must comply with the requirements of all applicable auditing and assurance standards.

“(3) This section does not apply to a limited partnership that is a public entity.
“75C Distribution of financial statements

The general partners of a large limited partnership, or of a limited partnership that has opted into compliance with this section under section 75F, must ensure that, within 5 months after the balance date of the limited partnership, copies of the financial statements of the limited partnership completed in relation to that balance date and a copy of the auditor's report on those statements (if any) are delivered to each general partner and each limited partner.
“75D Financial reporting offences

“(1) Subsection (2) applies if—

“(a) financial statements in relation to a large limited partnership, or a limited partnership that has opted into compliance with section 75, are not completed and signed within the time specified in section 75(1); or

“(b) the financial statements of a limited partnership referred to in paragraph (a) fail to comply with an applicable financial reporting standard; or

“(c) the financial statements of a large limited partnership, or of a limited partnership that has opted into compliance with section 75A, are not audited in accordance with section 75A; or

“(d) a copy of the financial statements of a large limited partnership, or of a limited partnership that has opted into compliance with section 75C, and a copy of the auditor's report on those statements are not delivered to each partner in accordance with section 75C.

“(2) Every general partner of the limited partnership commits an offence and is liable on conviction to a fine not exceeding $50,000.

“(3) It is a defence to a general partner of a partnership charged with an offence under this section in respect of a requirement referred to in subsection (1) if the partner proves that—

“(a) the general partners took all reasonable and proper steps to ensure that the requirement would be complied with; or

“(b) the general partner took all reasonable steps to ensure that the requirement would be complied with; or

“(c) in the circumstances, the general partner could not reasonably have been expected to take steps to ensure that the requirement would be complied with.
“75E Non-application of provisions if alternative financial reporting duties under financial markets legislation

Sections 75 to 75D do not apply to a limited partnership in relation to an accounting period if financial statements of the partnership are required to be prepared for that period under subpart 3 of Part 7 of the Financial Markets Conduct Act 2013 or section 55 of the Financial Reporting Act 2013.
“75F Limited partnership may opt in

“(1) A partner of a limited partnership who has, or the partners of a limited partnership who together have, contributed at least 5% of the capital contributions of all the partners may, by written notice given to the limited partnership within 6 months after the start of an accounting period, require the limited partnership to comply with 1 or more of the following provisions in relation to the accounting period:

“(a) section 75 (preparation of financial statements):

“(b) section 75A (audit requirement):

“(c) section 75C (distribution of financial statements).

“(2) If a notice is given under subsection (1) in relation to a provision and an accounting period, the provision applies to the limited partnership in relation to that period.
“75G Large limited partnerships may opt out of audit requirement

“(1) This section applies to a large limited partnership unless—

“(a) the partnership agreement for the limited partnership expressly provides that this section does not apply; or

“(b) the limited partnership is a public entity.

“(2) The limited partnership may, within 6 months from the start of an accounting period, opt out of compliance with section 75A (audit requirement) in relation to that accounting period by way of a resolution passed or signed by partners who together have contributed at least 95% of the capital contributions of all the partners.

“(3) If the limited partnership opts out of compliance with section 75A in relation to an accounting period under this section, the section does not apply to the limited partnership in relation to that period.”.
“Annual return”.

108 Transitional provision

(1) The Limited Partnerships Act 2008, as amended by sections 105 to 107, applies to a limited partnership in relation to accounting periods that commence on or after the commencement of this section.

(2) The Limited Partnerships Act 2008, as in force before the commencement of this section, continues to apply to a limited partnership in relation to accounting periods that commenced before the commencement of this section as if this Act and the Financial Reporting Act 2013 had not been enacted.

(3) This section is subject to sections 55 and 56 of the Financial Reporting Act 2013 (which require issuers, on a transitional basis, to continue complying with the Financial Reporting Act 1993 and provide transitional rules for FMC reporting entities).

Amendments to Partnership Act 1908

109 Principal Act

Section 110 amends the Partnership Act 1908 (the principal Act).

110 New sections 34A to 34H and cross-heading inserted

After section 34, insert:
“Financial reporting
“34A Non-application of provisions if alternative financial reporting duties under financial markets legislation

Sections 34C to 34H do not apply to a partnership in relation to an accounting period if financial statements of the partnership are required to be prepared for that period under subpart 3 of Part 7 of the Financial Markets Conduct Act 2013 or section 55 of the Financial Reporting Act 2013.
“34B Accounting records

“(1) The partners of a large partnership must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the partnership; and

“(b) will enable the partnership to ensure that the financial statements of the partnership comply with generally accepted accounting practice; and

“(c) will enable the financial statements of the partnership to be readily and properly audited (if those statements are required to be audited).

“(2) The partners of a large partnership must establish and maintain a satisfactory system of control of its accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.
“34C Financial statements must be prepared

The partners of a large partnership must ensure that, within 5 months after the balance date of the partnership, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the partnership and that balance date; and

“(b) dated and signed on behalf of the partners by 2 partners.
“34D Interpretation for purposes of financial reporting provisions

“(1) In sections 34A to 34H, accounting period, applicable auditing and assurance standard, and applicable financial reporting standard have the same meanings as in section 5 of the Financial Reporting Act 2013.

“(2) In sections 34A to 34H,—

“balance date has the same meaning as in section 41 of the Financial Reporting Act 2013

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

“large partnership means a partnership that is large under section 45 of the Financial Reporting Act 2013

“qualified auditor has the same meaning as in section 35 of the Financial Reporting Act 2013.
“34E Financial statements must be audited

“(1) The partners of a large partnership must ensure that the financial statements of the partnership are audited by a qualified auditor.

“(2) This section does not apply to a partnership if the partnership opts out of this section under section 34H.

“(3) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to a large partnership).
“34F Audit must be carried out in accordance with auditing and assurance standards

“(1) An auditor must, in carrying out an audit for the purposes of section 34E, comply with all applicable auditing and assurance standards.

“(2) The auditor's report must comply with the requirements of all applicable auditing and assurance standards.
“34G Financial reporting offences

“(1) Subsection (2) applies if—

“(a) the partners of a partnership fail to comply with section 34B; or

“(b) the partners of a partnership are required to comply with section 34C and financial statements of the partnership—

“(i) are not completed and signed within the time specified in that section; or

“(ii) fail to comply with an applicable financial reporting standard; or

“(c) the partners of a partnership fail to comply with section 34E.

“(2) Every partner of the partnership commits an offence and is liable on conviction to a fine not exceeding $50,000.

“(3) It is a defence to a partner charged with an offence under this section in respect of a requirement referred to in subsection (1) if the partner proves that—

“(a) the partnership took all reasonable and proper steps to ensure that the requirement would be complied with; or

“(b) the partner took all reasonable steps to ensure that the requirement would be complied with; or

“(c) in the circumstances, the partner could not reasonably have been expected to take steps to ensure that the requirement would be complied with.
“34H Partnerships may opt out of audit requirement

“(1) This section applies to a partnership unless the partnership agreement for the partnership expressly provides that this section does not apply.

“(2) The partnership may, within 6 months from the start of an accounting period, opt out of compliance with section 34E (audit requirement) in relation to that accounting period by way of a resolution passed or signed by partners who together are entitled to share in at least 95% of the capital of the firm.

“(3) If the partnership opts out of compliance with section 34E in relation to an accounting period under this section, the section does not apply to the partnership in relation to that period.”

111 Transitional provision

(1) The Partnership Act 1908, as amended by section 110, applies to a partnership in relation to accounting periods that commence on or after the commencement of this section.

(2) The Partnership Act 1908, as in force before the commencement of this section, continues to apply to a partnership in relation to accounting periods that commenced before the commencement of this section as if this Act and the Financial Reporting Act 2013 had not been enacted.

(3) This section is subject to sections 55 and 56 of the Financial Reporting Act 2013 (which require issuers, on a transitional basis, to continue complying with the Financial Reporting Act 1993 and provide transitional rules for FMC reporting entities).

Amendments to Retirement Villages Act 2003

112 Principal Act

Sections 113 to 116 amend the Retirement Villages Act 2003 (the principal Act).

113 Section 5 amended (Interpretation)

In section 5, insert in their appropriate alphabetical order:

“accounting period has the same meaning as in section 5 of the Financial Reporting Act 2013

“applicable auditing and assurance standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“applicable financial reporting standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“balance date has the same meaning as in section 41 of the Financial Reporting Act 2013

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

“qualified auditor has the same meaning as in section 35 of the Financial Reporting Act 2013”.

114 Section 13 amended (Annual return)

(1) Replace section 13(3)(b) with:
- “(b) a copy of the audited financial statements prepared by the operator under section 35B or under an Act referred to in section 35F; and
- “(ba) a copy of the audited financial statements prepared by the operator under section 35C (if any); and”.
(2) Replace section 13(3)(c)(i) with:
- “(i) the operator has supplied to the supervisor a copy of the financial statements of the operator and, if section 35C applies, financial statements of the village; and”.

115 New sections 35A to 35G inserted

After section 35, insert:
“Financial reporting
“35A Accounting records

“(1) An operator of a retirement village must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the operator; and

“(b) will enable the operator to ensure that the financial statements of the operator and of the retirement village comply with generally accepted accounting practice (if the operator is required to prepare such statements under this Act or any other enactment); and

“(c) will enable the financial statements of the operator and of the retirement village to be readily and properly audited.

“(2) The operator of a retirement village must establish and maintain a satisfactory system of control of its accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.
“35B Financial statements must be prepared

“(1) An operator of a retirement village must ensure that, within 5 months after the balance date of the operator, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the operator and that balance date; and

“(b) dated and signed on behalf of the operator by 2 directors, trustees, or office holders of the operator.

“(2) Subsection (1) does not apply to a receiver or liquidator, or a person who has no financial interest in the retirement village.
“35C Financial statements for retirement villages

“(1) This section applies if—

“(a) the financial statements of an operator of a retirement village include the activities of—

“(i) more than 1 retirement village; or

“(ii) another trading activity that operates independently of the retirement village; and

“(b) either the statutory supervisor of the retirement village, or, if the operator is exempted under section 41 from appointing a statutory supervisor, the Registrar, as a condition of that exemption, requires the operator to comply with this section.

“(2) The operator of a retirement village must ensure that, within 5 months after the balance date of the operator, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the village and that balance date; and

“(b) dated and signed on behalf of the operator by 2 directors, trustees, or office holders of the operator.

“(3) The operator of a retirement village must lodge a copy of the financial statements of the operator and each village, within 5 months after the balance date of the operator,—

“(a) with the statutory supervisor of the retirement village (if there is one); or

“(b) if the operator is exempted from appointing a statutory supervisor, with the person the Registrar appoints under a condition of that exemption (if any).
“35D Financial statements must be audited

“(1) The operator of a retirement village must ensure that the financial statements prepared under sections 35B and 35C are audited by a qualified auditor.

“(2) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to an operator of a retirement village).
“35E Audit must be carried out in accordance with auditing and assurance standards

“(1) An auditor must, in carrying out an audit for the purposes of section 35D, comply with all applicable auditing and assurance standards.

“(2) The auditor's report must comply with the requirements of all applicable auditing and assurance standards.
“35F Non-application of section 35B if alternative financial reporting duties under financial markets legislation

Section 35B does not apply to an operator of a retirement village in relation to an accounting period if financial statements of the operator are required to be prepared for that period under subpart 3 of Part 7 of the Financial Markets Conduct Act 2013 or section 55 of the Financial Reporting Act 2013.
“35G Financial reporting offences

An operator of a retirement village commits an offence and is liable on conviction to a fine not exceeding $50,000 if—

“(a) financial statements required to be prepared by the operator under section 35B or 35C are not completed and signed within the time specified in those sections; or

“(b) financial statements required to be prepared by the operator under section 35B or 35C fail to comply with an applicable financial reporting standard; or

“(c) the operator fails to comply with section 35A, 35C(3), or 35D.”

116 Section 97 amended (Registrar's powers of inspection)

In section 97(1)(a)(i), (ii), and (iii), delete “or the Financial Reporting Act 1993”.

117 Transitional provision

(1) The Retirement Villages Act 2003, as amended by sections 113 to 116, applies to an operator in relation to accounting periods that commence on or after the commencement of this section.

(2) The Retirement Villages Act 2003 and the Financial Reporting Act 1993, as in force before the commencement of this section, continue to apply to an operator in relation to accounting periods that commenced before the commencement of this section as if this Act and the Financial Reporting Act 2013 had not been enacted.
(3) If, immediately before the commencement of this section, an operator is, in accordance with section 9A(4)(b) of the Financial Reporting Act 1993, required to comply with section 9A(5) of that Act,—
- (a) the operator must be treated as being required to comply with section 35C of the Retirement Villages Act 2003; and
- (b) the requirement in paragraph (a) may be removed by the statutory supervisor or the Registrar (as the case may be).
(4) This section is subject to section 56 of the Financial Reporting Act 2013 (which provides transitional rules for FMC reporting entities).

Amendments to Te Ture Whenua Maori Act 1993

118 Principal Act

Sections 119 to 123 amend Te Ture Whenua Maori Act 1993 (the principal Act).

119 Section 4 amended (Interpretation)

In section 4, insert in their appropriate alphabetical order:

“applicable auditing and assurance standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“applicable financial reporting standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

“non-GAAP standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“specified not-for-profit entity has the same meaning as in section 46 of the Financial Reporting Act 2013”.

120 Section 276 replaced (Accounts and statement of financial position)

Replace section 276 with:
“276 Accounting records to be kept

“(1) Every Maori incorporation must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the incorporation; and

“(b) will enable the incorporation to ensure that the financial statements of the incorporation comply with this Act; and

“(c) will enable the financial statements of the incorporation to be readily and properly audited.

“(2) Every Maori incorporation must establish and maintain a satisfactory system of control of its accounting records.
“276A Financial statements must be prepared

“(1) The committee of management of every Maori incorporation must, within 18 months after the making of the order of incorporation, and subsequently at least once in every calendar year, submit to a general meeting of shareholders financial statements for a period ending on a date not earlier than 6 months before the meeting.

“(2) The financial statements must be prepared in accordance with,—

“(a) in the case of a specified not-for-profit entity, generally accepted accounting practice; or

“(b) in any other case, either generally accepted accounting practice or a non-GAAP standard that applies for the purposes of this section.

“(3) The financial statements must be accompanied by—

“(a) the auditor's report made under section 277 (if any); and

“(b) a report by the committee of management in respect of the state of the incorporation's affairs and the amount, if any, that the committee has determined is available for the purposes of section 259(1)(c); and

“(c) in respect of the assets of the incorporation, a statement setting out the estimated current market value of the assets, together with a statement of the liabilities, if any, of the body corporate charged on or relating particularly to those assets (unless this information is already included in the financial statements).

“(4) If the assets of the incorporation include any interest in land, the current market value of that interest for the purposes of subsection (3)(c) must, if it is separately valued in the district valuation roll, be treated as the capital value of the interest as appearing on that roll.
“276B Financial statements must be filed

“(1) The committee of management of a Maori incorporation must ensure that copies of the financial statements and other documents referred to in section 276A are filed with the Registrar in whose court district the land is situated, for the purpose of public inspection, within 14 days after their submission to a general meeting of shareholders.

“(2) Copies filed under this section must be available for inspection by the public during the office hours of the court on payment of the fee (if any) prescribed for that purpose.”

121 Section 277 amended (Appointment and duties of auditor)

(1) Replace section 277(1A) with:
- “(1A) This section does not apply to a Maori incorporation that is not a specified not-for-profit entity unless the shareholders of the Maori incorporation resolve by special resolution that the financial statements of the Maori incorporation should be audited or reviewed under this section.”
(2) Replace section 277(4) to (6) with:
- “(4) No person may be appointed as auditor of a Maori incorporation unless that person is a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013).
- “(5) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to a Maori incorporation).
- “(6) The auditor must—
  
  “(a) audit the financial statements that are to be submitted to the shareholders in a general meeting during the auditor's tenure of office; and
  
  “(b) in carrying out the audit, comply with all applicable auditing and assurance standards.
- “(6A) If a Maori incorporation referred to in subsection (1A) has resolved that the financial statements should be reviewed, subsection (6) applies as if the references to an audit were references to a review.
- “(6B) The auditor's report on the financial statements must—
  
  “(a) comply with the requirements of all applicable auditing and assurance standards; and
  
  “(b) state whether or not, in the auditor's opinion, according to the best of the auditor's information and the explanations given to the auditor, and as shown by the accounting records of the incorporation, any statement required by section 276A(3)(c) is properly drawn up so as to give a true and fair view of the state of the incorporation's affairs as at the end of its financial year; and
  
  “(c) state whether or not the share register and index of shareholders required by section 263 to be kept by the incorporation have been duly and correctly kept.”
(3) Repeal section 277(8).

122 Section 281 amended (Power of court to require officers to attend to explain non-compliance with statutory requirements)

Replace section 281(1)(b) to (d) with:
- “(b) failure to keep accounting records as required by section 276:
- “(c) failure to submit to a general meeting of shareholders financial statements and such other statements and reports as are required by section 276A:
- “(d) failure to file in the court the financial statements and other documents as required by section 276B:”.

123 Section 282 amended (Winding up of incorporation)

Replace section 282(1)(c) with:
- “(c) if default has been made in the submission to a general meeting of shareholders, or in the filing in the court, of the financial statements and other documents required by sections 276A and 276B to be so submitted and filed; or”.

124 Transitional provision

(1) Te Ture Whenua Maori Act 1993, as amended by sections 119 to 123, applies to a Maori incorporation in relation to financial years that commence on or after the commencement of this section.

(2) Te Ture Whenua Maori Act 1993, as in force before the commencement of this section, continues to apply to a Maori incorporation in relation to financial years that commenced before the commencement of this section as if this Act and the Financial Reporting Act 2013 had not been enacted.

Amendments to other Acts

125 Amendments to other Acts

Amend the enactments specified in Schedule 1 as set out in that schedule.

126 Consequential amendments to other Acts

Amend the enactments specified in Schedule 2 as set out in that schedule.

127 Transitional provision in relation to amendments

(1) The amendments made by sections 125 and 126 apply in relation to accounting periods that commence on or after the commencement of this section.

(2) The enactments specified in Schedules 1 and 2, as in force before the commencement of this section, continue to apply in relation to accounting periods that commenced before the commencement of this section.

(3) In this section, accounting period has the same meaning as in section 5(1) of the Financial Reporting Act 2013.

(4) Subsections (1) and (2) do not apply to the amendments to the Income Tax Act 2007 in Schedule 2.

128 Amendments to Auditor Regulation Act 2011 consequential on changes to issuer audits

(1) In the provisions of the Auditor Regulation Act 2011 specified in Part 1 of Schedule 3, replace “issuers” with “FMC reporting entities” in each place.

(2) In the provisions of the Auditor Regulation Act 2011 specified in Part 2 of Schedule 3, replace “issuer audit” with “FMC audit” in each place.

(3) In the provisions of the Auditor Regulation Act 2011 specified in Part 3 of Schedule 3, replace “issuer audits” with “FMC audits” in each place.

s 125

Agricultural and Pastoral Societies Act 1908 (1908 No 4)

After section 12(r)(ii), insert:

“(iia) the account of the income and expenditure of the society and the statement of the funds of the society must be prepared in accordance with,—

“(A) in the case of a specified not-for-profit entity, generally accepted accounting practice; or

“(B) in any other case, either generally accepted accounting practice or a non-GAAP standard that applies for the purposes of this section:”.

In section 12, insert as subsection (2):

“(2) In subsection (1)(r),—

“(a) non-GAAP standard has the same meaning as in section 5 of the Financial Reporting Act 2013:

“(b) specified not-for-profit entity has the meaning set out in section 46 of the Financial Reporting Act 2013:

“(c) generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013.”

Armed Forces Canteens Act 1948 (1948 No 51)

In section 2, insert in their appropriate alphabetical order:

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Replace section 13 with:

“13 Accounting records must be kept

“(1) The Council must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the Council; and

“(b) will enable the Council to ensure that the financial statements of the Council comply with this Act; and

“(c) will enable the financial statements of the Council to be readily and properly audited.

“(2) The Council must establish and maintain a satisfactory system of control of its accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.

“13A Financial statements and annual report

“(1) The Council must ensure that, within 5 months after the end of the financial year, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the Council and that financial year; and

“(b) dated and signed on behalf of the Council by 2 members of the Council.

“(2) The Council must, within 5 months after the end of the financial year, provide to the Minister a report of its proceedings and operations for that year, together with a copy of its financial statements for that year and a copy of the audit report on the financial statements.

“(3) The Minister must present a copy of the report, of the financial statements, and of the audit report to the House of Representatives—

“(a) not later than 10 working days after the Minister receives those documents; or

“(b) if Parliament is not in session, as soon as possible after the commencement of the next session of Parliament.

“13B Financial statements must be audited

“(1) The Council must ensure that the financial statements of the Council are audited.

“(2) The Council is a public entity as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is its auditor.”

Building Research Levy Act 1969 (1969 No 23)

In section 2, insert in their appropriate alphabetical order:

“applicable auditing and assurance standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Replace section 11 with:

“11 Accounting records must be kept

“(1) The association must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the association; and

“(b) will enable the association to ensure that the financial statements of the association comply with this Act; and

“(c) will enable the financial statements of the association to be readily and properly audited.

“(2) The association must establish and maintain a satisfactory system of control of its accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.

“11A Financial statements must be prepared

The association must ensure that, within 3 months after the end of the financial year, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the association and that financial year; and

“(b) dated and signed on behalf of the association by 2 members of the board of the association.”

Replace the heading to section 12 with “Appointment of auditor”.

Replace section 12(1) with:

“(1) The association must, at its annual general meeting, appoint a person to hold office until its next annual general meeting as its auditor for the purpose of auditing its financial statements.

“(1A) No person is qualified for appointment as the auditor unless the person is a qualified auditor within the meaning of section 35 of the Financial Reporting Act 2013.

“(1B) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to the association).”

Repeal section 12(4) to (6).

After section 12, insert:

“12A Auditing of financial statements

“(1) As soon as practicable after the end of each financial year, the board of the association must send the financial statements for the financial year to the auditor.

“(2) The auditor must, in carrying out an audit for the purposes of subsection (1), comply with all applicable auditing and assurance standards.

“(3) The auditor's report must comply with the requirements of all applicable auditing and assurance standards.

“(4) The board of the association must, after receiving a copy of the auditor's report, submit the financial statements and the report to the next annual general meeting of the association for the approval of the meeting.

“(5) Section 207W of the Companies Act 1993 (which relates to the auditor's right to attend a meeting of shareholders) applies with all necessary modifications to the association as if it were a company registered under that Act.”

In the heading to section 13, replace “statement of financial position” with “financial statements”.

In section 13(1), (2), and (3), replace “income and expenditure account and statement of financial position” with “financial statements”.

Burial and Cremation Act 1964 (1964 No 75)

In section 2(1), insert in their appropriate alphabetical order:

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

“non-GAAP standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“specified not-for-profit entity has the same meaning as in section 46 of the Financial Reporting Act 2013”.

Replace section 29 with:

“29 Accounting records must be kept

“(1) Trustees must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the trustees; and

“(b) will enable the trustees to ensure that the financial statements of the trustees comply with this Act; and

“(c) will enable the financial statements of the trustees to be readily and properly audited.

“(2) Trustees must establish and maintain a satisfactory system of control of those accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.

“29A Financial statements

“(1) Trustees must ensure that, within 5 months after the end of the financial year ending on 31 March, financial statements are—

“(a) completed in relation to the trustees and that financial year; and

“(b) dated and signed on behalf of the trustees by 2 of the trustees.

“(2) The financial statements must be prepared in accordance with,—

“(a) in the case of a specified not-for-profit entity, generally accepted accounting practice; or

“(b) in any other case, either generally accepted accounting practice or a non-GAAP standard that applies for the purposes of this section.

“29B Financial statements must be audited

“(1) Trustees must ensure that the financial statements of the trustees are audited.

“(2) Trustees are public entities as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is their auditor.”

Cadastral Survey Act 2002 (2002 No 12)

In section 4, insert in their appropriate alphabetical order:

“applicable auditing and assurance standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Replace section 19 with:

“19 Accounting records must be kept

“(1) The Board must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the Board; and

“(b) will enable the Board to ensure that the financial statements of the Board comply with this Act; and

“(c) will enable the financial statements of the Board to be readily and properly audited.

“(2) The Board must establish and maintain a satisfactory system of control of those accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.

“19A Financial statements must be prepared

The Board must ensure that, within 5 months after the end of the financial year ending on 30 June, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the Board and that financial year; and

“(b) dated and signed on behalf of the Board by 2 members of the Board.

“19B Financial statements must be audited

“(1) The Board must ensure that the financial statements of the Board are audited by a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013).

“(2) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to the Board).

“(3) The auditor must, in carrying out an audit for the purposes of subsection (1), comply with all applicable auditing and assurance standards.

“(4) The auditor's report must comply with the requirements of all applicable auditing and assurance standards.”

In section 20(2), replace “accounts” with “financial statements”.

Community Trusts Act 1999 (1999 No 54)

Replace section 13 with:

“13 Community trusts must prepare financial statements

“(1) A community trust must ensure that, within 5 months after the balance date of the trust, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the trust and that balance date; and

“(b) dated and signed on behalf of the trust by 2 trustees of the trust.

“(2) In addition to complying with subsection (1), the financial statements of a community trust must show separately—

“(a) the names of persons or organisations to whom distributions of income and capital have been approved or paid by the community trust under section 12 in the relevant accounting period; and

“(b) the amounts approved or paid.

“(3) In this section and sections 13A to 13C,—

“applicable auditing and assurance standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“applicable financial reporting standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“balance date means the close of 31 March

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013.

“13A Financial statements must be audited

“(1) A community trust must ensure that its financial statements are audited by a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013).

“(2) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to a community trust).

“(3) The auditor must, in carrying out an audit, comply with all applicable auditing and assurance standards.

“(4) The auditor's report on the financial statements must comply with the requirements of all applicable auditing and assurance standards.

“(5) Subsections (3) and (4) do not apply to a community trust that is a public entity (within the meaning of the Public Audit Act 2001).

“13B Distribution and publication of financial statements

“(1) Unless directed otherwise by the Minister, the trustees of a community trust must, not later than 31 August in each year,—

“(a) send the financial statements of the trust and the auditor's report to the Minister; and

“(b) publish copies of those financial statements and the auditor's report on an Internet site maintained by or on behalf of the trust.

“(2) Despite subsection (1)(b), the trustees are not required to publish on the Internet site the information specified in section 13(2) if the trustees publish on the Internet site, with the financial statements and auditor's report, a statement that a list of all distributions of income and capital approved or paid by the community trust in the relevant accounting period is available, on request, from the office of the trust.

“13C Financial reporting offences

“(1) Subsection (2) applies if—

“(a) the financial statements of a community trust—

“(i) are not completed and signed within the time specified in section 13; or

“(ii) fail to comply with an applicable financial reporting standard; or

“(b) a community trust fails to comply with section 13A or 13B (which relates to auditing and distribution and publication of financial statements).

“(2) Every trustee commits an offence and is liable on conviction to a fine not exceeding $50,000.

“(3) It is a defence to a trustee charged with an offence under this section in respect of a requirement referred to in subsection (1) if the trustee proves that—

“(a) the community trust took all reasonable and proper steps to ensure that the requirement would be complied with; or

“(b) the trustee took all reasonable steps to ensure that the requirement would be complied with; or

“(c) in the circumstances, the trustee could not reasonably have been expected to take steps to ensure that the requirement would be complied with.”

Engineering Associates Act 1961 (1961 No 70)

Replace section 27 with:

“27 Financial statements

“(1) The Board must ensure that, within 5 months after the end of the financial year ending on 31 March, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the Board and that financial year; and

“(b) dated and signed on behalf of the Board by 2 members of the Board.

“(2) In this section and section 27A,—

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013.

“27A Financial statements must be audited

“(1) The Board must ensure that the financial statements of the Board are audited.

“(2) The Board is a public entity as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is its auditor.”

Maori Community Development Act 1962 (1962 No 133)

Replace the heading to section 28 with “Accounting records and financial reporting”.

In section 28, replace “With respect to the books of account” with “With respect to the accounting records and financial reporting”.

In section 28(a), replace “books to be provided and” with “accounting records to be”.

In section 28(b), replace “books” with “accounting records”.

In section 28(c), replace “books and accounts” with “accounting records”.

Replace section 28(d) to (f) with:

“(d) within 5 months after the end of each financial year, every Maori Association must ensure that financial statements that comply with generally accepted accounting practice are completed in relation to the Maori Association and that financial year:

“(e) every such financial statement must be audited by a qualified auditor appointed by the Maori Association concerned or by some other person approved in that behalf by the chief executive:

“(f) the New Zealand Maori Council and each District Maori Council must submit a copy of its audited financial statements to the chief executive and each Maori Committee and Maori Executive Committee must submit a copy of its audited financial statements to the District Maori Council in whose district it operates.”

In section 28, insert as subsections (2) to (5):

“(2) The auditor must, in carrying out an audit for the purposes of subsection (1)(e), comply with all applicable auditing and assurance standards.

“(3) The auditor's report must comply with the requirements of all applicable auditing and assurance standards.

“(4) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to the audit under subsection (1)(e)).

“(5) In this section,—

“applicable auditing and assurance standards has the same meaning as in section 5 of the Financial Reporting Act 2013

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

“qualified auditor has the same meaning as in section 35 of the Financial Reporting Act 2013.”

Maori Purposes Fund Act 1934–35 (1934 No 45)

Replace section 6 with:

“6 Financial statements and audit

“(1) The Māori Trustee must ensure that, within 5 months after the end of the financial year, financial statements are completed in relation to the Board and that financial year.

“(2) The financial statements must be prepared in accordance with—

“(a) generally accepted accounting practice if the Board is a specified not-for-profit entity; or

“(b) in any other case, either generally accepted accounting practice or a non-GAAP standard that applies for the purposes of this section.

“(3) The Māori Trustee must ensure that the financial statements of the Board are audited by the Auditor-General.

“(4) In this section,—

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

“non-GAAP standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“specified not-for-profit entity has the same meaning as in section 46 of the Financial Reporting Act 2013.”

In section 14(1), replace “statements and statement of financial position” with “financial statements”.

New Zealand Council for Educational Research Act 1972 (1972 No 35)

In section 2, insert in their appropriate alphabetical order:

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Replace section 28 with:

“28 Accounting records must be kept

“(1) The Council must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the Council; and

“(b) will enable the Council to ensure that the financial statements of the Council comply with this Act; and

“(c) will enable the financial statements of the Council to be readily and properly audited.

“(2) The Council must establish and maintain a satisfactory system of control of those accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.

“28A Financial statements must be prepared

The Council must ensure that, within 5 months after the end of the financial year, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the Council and that financial year; and

“(b) dated and signed on behalf of the Council by 2 members of the Council.

“28B Financial statements must be audited

“(1) The Council must ensure that the financial statements of the Council are audited.

“(2) The Council is a public entity as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is its auditor.”

Replace section 32(2) with:

“(2) The annual report must contain the financial statements of the Council for the financial year and the audit report on those statements.”

New Zealand Horticulture Export Authority Act 1987 (1987 No 93)

In section 2, insert in their appropriate alphabetical order:

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Replace section 57 with:

“57 Financial statements must be prepared

The Authority must ensure that, within 5 months after the end of the financial year, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the Authority and that financial year; and

“(b) dated and signed on behalf of the Authority by 2 members of the Authority.

“57A Financial statements must be audited

“(1) The Authority must ensure that the financial statements of the Authority are audited.

“(2) The Authority is a public entity as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is its auditor.”

In the heading to section 58, replace “statement of accounts” with “financial statements”.

In section 58(1) and (2), replace “accounts” with “financial statements” in each place.

New Zealand Maori Arts and Crafts Institute Act 1963 (1963 No 51)

In section 2, insert in their appropriate alphabetical order:

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Replace section 24 with:

“24 Accounting records must be kept

“(1) The Institute must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the Institute; and

“(b) will enable the Institute to ensure that the financial statements of the Institute comply with this Act; and

“(c) will enable the financial statements of the Institute to be readily and properly audited.

“(2) The Institute must establish and maintain a satisfactory system of control of those accounting records.

“24A Financial statements must be prepared

The Institute must ensure that, within 5 months after the end of the financial year, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the Institute and that financial year; and

“(b) dated and signed on behalf of the Institute by 2 members of the Institute.

“24B Financial statements must be audited

“(1) The Institute must ensure that the financial statements of the Institute are audited.

“(2) The Institute is a public entity as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is its auditor.”

In section 25(1) and (2), replace “accounts” with “financial statements”.

Ngarimu VC and 28th (Maori) Battalion Memorial Scholarship Fund Act 1945 (1945 No 33)

Replace section 14 with:

“14 Financial statements must be prepared

The Board must ensure that, within 5 months after the end of the financial year, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the Board and that financial year; and

“(b) dated and signed on behalf of the Board by 2 members of the Board.

“14A Financial statements must be audited

“(1) The Board must ensure that the financial statements of the Board are audited.

“(2) The Board is a public entity as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is its auditor.”

Replace section 15 with:

“15 Annual report

“(1) As soon as practicable after the end of each financial year, the Board must provide to the Minister a report of its operations and proceedings during that year, together with a copy of its financial statements for that year with the audit report on those statements.

“(2) The Minister must present a copy of the report, the financial statements, and the audit report to the House of Representatives—

“(a) not later than 10 working days after the Minister receives those documents; or

“(b) if Parliament is not in session, as soon as possible after the commencement of the next session of Parliament.”

Pacific Islands Polynesian Education Foundation Act 1972 (1972 No 138)

In section 2, insert in their appropriate alphabetical order:

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Replace sections 28 to 29A with:

“28 Accounting records must be kept

“(1) The Board must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the Foundation; and

“(b) will enable the Board to ensure that the financial statements of the Foundation comply with this Act; and

“(c) will enable the financial statements of the Foundation to be readily and properly audited.

“(2) The Board must establish and maintain a satisfactory system of control of those accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.

“(4) Separate accounting records must be kept in respect of every trust fund or trust property under the control of the Board.

“(5) The accounting records must be open at all reasonable times to the inspection of any trustee.

“29 Financial statements must be prepared

The Board must ensure that, within 3 months after the end of the financial year, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the Foundation and that financial year; and

“(b) dated and signed on behalf of the Board by 2 members of the Board.

“29A Financial statements must be audited

“(1) The Board must ensure that the financial statements of the Foundation are audited.

“(2) The Foundation is a public entity as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is its auditor.”

In section 30(1), replace “its accounts” with “the financial statements of the Foundation”.

In section 30(2), replace “accounts” with “financial statements”.

Patriotic and Canteen Funds Act 1947 (1947 No 63)

In section 2, insert in their appropriate alphabetical order:

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

“non-GAAP standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“specified not-for-profit entity has the same meaning as in section 46 of the Financial Reporting Act 2013”.

Replace section 40 with:

“40 Accounting records must be kept

“(1) Each Council must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the Council; and

“(b) will enable the Council to ensure that the financial statements of the Council comply with this Act; and

“(c) will enable the financial statements of the Council to be readily and properly audited.

“(2) Each Council must establish and maintain a satisfactory system of control of those accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.

“40A Financial statements must be prepared

“(1) Each Council must ensure that, within 5 months after the end of the financial year, financial statements are—

“(a) completed in relation to the Council and that financial year; and

“(b) dated and signed on behalf of the Council by 2 members of the Council.

“(2) The financial statements must be prepared in accordance with,—

“(a) in the case of a specified not-for-profit entity, generally accepted accounting practice; or

“(b) in any other case, either generally accepted accounting practice or a non-GAAP standard that applies for the purposes of this section.

“40B Financial statements must be audited

“(1) Each Council must ensure that the financial statements of the Council are audited.

“(2) Each Council is a public entity as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is its auditor.

“40C Accounts for money expended or property applied under section 38(2)

“(1) Each person or body of persons authorised to expend any money or apply any property on behalf of any Council under section 38(2) must keep full and correct accounts of all such money or property received and expended or applied by him, her, or it.

“(2) The accounts must be audited by the Auditor-General or by an auditor appointed for the purpose by the Auditor-General, in the same manner as if that money and that property were the money and property of a public entity as defined in section 4 of the Public Audit Act 2001.”

Reserves Act 1977 (1977 No 66)

In section 2(1), insert in their appropriate alphabetical order:

“applicable financial reporting standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

“non-GAAP standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“specified not-for-profit entity has the same meaning as in section 46 of the Financial Reporting Act 2013”.

After section 39A, insert:

“39B Financial statements may comply with standards rather than generally accepted accounting practice

“(1) If a board is not a specified not-for-profit entity,—

“(a) section 154(3)(a) of the Crown Entities Act 2004 does not apply; and

“(b) the financial statements of the board (if any) must comply with either generally accepted accounting practice or a non-GAAP standard that applies for the purposes of this section.

“(2) This section is subject to section 39A.”

In section 69, replace “1 month” with “5 months”.

Replace the heading to section 88 with “Financial statements and audit”.

Replace section 88(1) with:

“(1) Every administering body, not being a board, must ensure that, within 5 months after the end of the financial year ending on 30 June, financial statements are—

“(a) completed in relation to the administering body and that financial year; and

“(b) dated and signed on behalf of the administering body by 2 members or officers of the body; and

“(c) submitted to the Auditor-General for audit.

“(1A) The financial statements must be prepared in accordance with,—

“(a) in the case of a specified not-for-profit entity, generally accepted accounting practice; or

“(b) in any other case, either generally accepted accounting practice or a non-GAAP standard that applies for the purposes of this section.

“(1B) Subsection (1) is subject to subsection (4).”

In section 88(2) and (5), replace “accounts” with “financial statements” in each place.

In section 88(4), replace “that statement” with “those financial statements”.

In section 122(2), replace “statements of assets and liabilities and accounts” with “financial statements”.

Reserves and Other Lands Disposal Act 1995 (1995 No 54)

Replace section 10 with:

“10 Financial statements must be prepared

“(1) The Ngati Whakaue Education Endowment Trust Board must ensure that, within 5 months after the end of the financial year, financial statements are—

“(a) completed in relation to the Board and that financial year; and

“(b) dated and signed on behalf of the Board by 2 members of the Board.

“(2) The financial statements must be prepared in accordance with—

“(a) generally accepted accounting practice if the Ngati Whakaue Education Endowment Trust Board is a specified not-for-profit entity; or

“(b) in any other case, either generally accepted accounting practice or a non-GAAP standard that applies for the purposes of this section.

“(3) In this section and sections 10A and 11,—

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

“non-GAAP standard has the same meaning as in section 5 of the Financial Reporting Act 2013

“specified not-for-profit entity has the same meaning as in section 46 of the Financial Reporting Act 2013.

“10A Financial statements must be audited

“(1) The Ngati Whakaue Education Endowment Trust Board must ensure that the financial statements of the Board are audited.

“(2) The Ngati Whakaue Education Endowment Trust Board is a public entity as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is its auditor.”

Replace section 11 with:

“11 Annual report

“(1) The Ngati Whakaue Education Endowment Trust Board must, within 1 month after the receipt of the audit report on the financial statements, provide to the Minister of Education a report of its proceedings and operations for its preceding financial year, a copy of its financial statements for that year, and a copy of the audit report.

“(2) The Minister must present a copy of the report, of the financial statements, and of the audit report to the House of Representatives—

“(a) not later than 10 working days after the Minister receives those documents; or

“(b) if Parliament is not in session, as soon as possible after the commencement of the next session of Parliament.”

Taranaki Scholarships Trust Board Act 1957 (1957 No 108)

In section 2, insert in their appropriate alphabetical order:

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Replace section 21 with:

“21 Accounting records must be kept

“(1) The Board must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the Board; and

“(b) will enable the Board to ensure that the financial statements of the Board comply with this Act; and

“(c) will enable the financial statements of the Board to be readily and properly audited.

“(2) The Board must establish and maintain a satisfactory system of control of those accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.

“21A Financial statements must be prepared

“(1) The Board must ensure that, within 5 months after the end of the financial year, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the Board and that financial year; and

“(b) dated and signed on behalf of the Board by 2 members of the Board.

“(2) The financial year of the Board ends on the date that the Board may from time to time determine.

“21B Financial statements must be audited

“(1) The Board must ensure that the financial statements of the Board are audited.

“(2) The Board is a public entity as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is its auditor.”

Replace section 22 with:

“22 Annual report to Minister

The Board must, within 1 month after the receipt of the audit report on the financial statements, provide to the Minister of Education a report of its proceedings and operations for its preceding financial year, a copy of its financial statements for that year, and a copy of the audit report.”

Taratahi Agricultural Training Centre (Wairarapa) Act 1969 (1969 No 138)

In section 2, insert in their appropriate alphabetical order:

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Replace section 14 with:

“14 Accounting records must be kept

“(1) The trust board must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the trust board; and

“(b) will enable the trust board to ensure that the financial statements of the trust board comply with this Act; and

“(c) will enable the financial statements of the trust board to be readily and properly audited.

“(2) The trust board must establish and maintain a satisfactory system of control of those accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.

“14A Financial statements must be prepared

The trust board must ensure that, within 3 months after the end of the financial year ending on 31 December, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the trust board and that financial year; and

“(b) dated and signed on behalf of the trust board by 2 members of the trust board.

“14B Financial statements must be audited

“(1) The trust board must ensure that the financial statements of the trust board are audited.

“(2) The trust board is a public entity as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is its auditor.”

Replace section 17 with:

“17 Annual report

The trust board must provide to the Minister a report of its operations during each year ending on 31 December, a copy of its financial statements for that year, and a copy of the audit report on those statements, as soon as practicable after the end of that year.”

War Pensions Act 1954 (1954 No 54)

In section 2(1), insert in their appropriate alphabetical order:

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Replace section 18O with:

“18O Accounting records must be kept

“(1) The Advisory Board must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the Advisory Board; and

“(b) will enable the Advisory Board to ensure that the financial statements of the Advisory Board comply with this Act; and

“(c) will enable the financial statements of the Advisory Board to be readily and properly audited.

“(2) The Advisory Board must establish and maintain a satisfactory system of control of those accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.

“18OA Financial statements must be prepared

The Advisory Board must ensure that, within 5 months after the end of the financial year ending on 31 March, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the Advisory Board and that financial year; and

“(b) dated and signed on behalf of the Advisory Board by 2 members of the Board.

“18OB Financial statements must be audited

“(1) The Advisory Board must ensure that the financial statements of the Advisory Board are audited.

“(2) The Advisory Board is a public entity as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is its auditor.”

Winston Churchill Memorial Trust Act 1965 (1965 No 39)

In section 2, insert in their appropriate alphabetical order:

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Replace section 21 with:

“21 Accounting records must be kept

“(1) The Board must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the Board; and

“(b) will enable the Board to ensure that the financial statements of the Board comply with this Act; and

“(c) will enable the financial statements of the Board to be readily and properly audited.

“(2) The Board must establish and maintain a satisfactory system of control of those accounting records.

“(3) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.

“21A Financial statements must be prepared

The Board must ensure that, within 5 months after the end of the financial year ending on 31 March, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the Board and that financial year; and

“(b) dated and signed on behalf of the Board by 2 members of the Board.

“21B Financial statements must be audited

“(1) The Board must ensure that the financial statements of the Board are audited.

“(2) The Board is a public entity as defined in section 4 of the Public Audit Act 2001 and, in accordance with that Act, the Auditor-General is its auditor.”

Replace section 23 with:

“23 Annual report

“(1) The Board must, not later than 31 August in every year, provide to the Minister a report of its proceedings and operations for its preceding financial year, together with a copy of its financial statements for that year and a copy of the audit report.

“(2) The Minister must present a copy of the report, of the financial statements, and of the audit report to the House of Representatives—

“(a) not later than 10 working days after the Minister receives those documents; or

“(b) if Parliament is not in session, as soon as possible after the commencement of the next session of Parliament.”

s 126

Auditor Regulation Act 2011 (2011 No 21)

In section 6(1), replace the definition of auditing and assurance standard with:

“auditing and assurance standard has the same meaning as in section 5 of the Financial Reporting Act 2013”.

In section 6(1), replace the definition of financial statements with:

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013”.

In section 6(1), replace the definition of group financial statements with:

“group financial statements has the same meaning as in section 7 of the Financial Reporting Act 2013”.

In section 6(1), insert in their appropriate alphabetical order:

“FMC audit—

“(a) means the audit of—

“(i) the financial statements or group financial statements of an FMC reporting entity that are prepared under the Financial Markets Conduct Act 2013; or

“(ii) the financial statements of a scheme or a fund prepared under section 461A of the Financial Markets Conduct Act 2013; or

“(iii) the financial statements referred to in section 461B of the Financial Markets Conduct Act 2013; and

“(b) includes any audit or review required to be carried out under the regulations made, or exemptions granted, under the Financial Markets Conduct Act 2013 or the Securities Act 1978 by a qualified auditor (within the meaning of either of those Acts); and

“(c) includes any audit of the financial statements or group financial statements prepared under the Financial Reporting Act 1993 in accordance with section 55 of the Financial Reporting Act 2013; and

“(d) includes any issuer audit (as defined in this Act before the commencement of this paragraph); but

“(e) does not include any audit carried out under the Public Audit Act 2001 (whether the Auditor-General or any other person is acting as the auditor)

“FMC reporting entity—

“(a) has the same meaning as in section 6(1) of the Financial Markets Conduct Act 2013; and

“(b) includes a person to which section 55 of the Financial Reporting Act 2013 applies; and

“(c) includes any issuer (as defined in this Act before the commencement of this paragraph)”.

In section 6(1), repeal the definitions of issuer and issuer audit.

In section 23(4)(a), replace “issuer in respect of the issuer audit” with “FMC reporting entity in respect of the FMC audit”.

In section 69(1)(c) and (2)(d), replace “every issuer” with “every FMC reporting entity”.

Biosecurity Act 1993 (1993 No 95)

Replace section 100P(6) with:

“(6) No person is qualified for appointment as an auditor unless the person is a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013).”

Replace section 100ZF(6) with:

“(6) No person is qualified for appointment as an auditor unless the person is a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013).”

Replace section 141B(3) with:

“(3) No person is qualified for appointment as an auditor unless the person is a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013).”

Broadcasting Act 1989 (1989 No 25)

In section 2(1), replace the definition of total revenue with:

“total revenue means all income classified as revenue by the applicable financial reporting standard (within the meaning of section 5 of the Financial Reporting Act 2013)”.

Chartered Professional Engineers of New Zealand Act 2002 (2002 No 17)

In section 54(2)(b), delete “annual”.

In the heading to section 55, replace “Annual financial” with “Financial”.

Replace section 55(1) and (2) with:

“(1) The Council must ensure that, within 3 months after the end of the financial year, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the Council and that financial year; and

“(b) dated and signed on behalf of the Council by 2 members of the Council.

“(2) The financial statements must contain, in relation to each financial statement, budgeted figures for the financial year.

“(2A) In this Act,—

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013.”

In section 55(3)(a), delete “annual”.

In section 56(1), replace “90 days” with “3 months”.

In section 56(1), delete “annual”.

Climate Change Response Act 2002 (2002 No 40)

In section 4(1), replace the definition of entity with:

“entity, in relation to a group, means a reporting entity or a reporting entity's subsidiary, within the meaning of section 5 of the Financial Reporting Act 2013”.

In section 4(1), replace the definition of group with:

“group has the same meaning as in section 5 of the Financial Reporting Act 2013”.

Commerce Act 1986 (1986 No 5)

In section 2(1), replace the definition of accounting period with:

“accounting period has the same meaning as in section 5 of the Financial Reporting Act 2013”.

Commodity Levies Act 1990 (1990 No 127)

Replace section 15(3) with:

“(3) No person is qualified for appointment as an auditor unless the person is a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013).”

Companies Act 1993 (1993 No 105)

In section 164(1), delete “or the Financial Reporting Act 1993”.

In section 170, delete “or the Financial Reporting Act 1993”.

In section 172, delete “or the Financial Reporting Act 1993”.

Repeal section 239AI(1)(b)(iv).

Repeal section 258A(1)(d).

In section 365(1)(a), delete “or the Financial Reporting Act 1993” in each place.

Co-operative Companies Act 1996 (1996 No 24)

In section 10(1)(a), after “Companies Act 1993”, insert “(if any)”.

Replace section 10(1)(b) with:

“(b) the date that is 5 months after the balance date of the company,—”.

In section 10(4), after “annual report”, insert “(if any)”.

Corporations (Investigation and Management) Act 1989 (1989 No 11)

In section 71(5), replace “196” with “207P”.

Crown Entities Act 2004 (2004 No 115)

In section 136(1), replace the definition of generally accepted accounting practice with:

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Crown Minerals Act 1991 (1991 No 70)

In section 105C(1)(a), replace “made under the Financial Reporting Act 1993, as those standards are defined in section 2(1) of that Act” with “in effect under the Financial Reporting Act 2013, as those standards are defined in section 5(1) of that Act”.

In section 105C(4), replace “section 28 of the Financial Reporting Act 1993” with “sections 27 and 28 of the Financial Reporting Act 2013”.

Crown Research Institutes Act 1992 (1992 No 47)

In section 2, insert in their appropriate alphabetical order:

“financial statements, in relation to a Crown Research Institute, means—

“(a) group financial statements within the meaning of section 7 of the Financial Reporting Act 2013 for the group comprising the Crown Research Institute and its Crown entity subsidiaries; or

“(b) if the Crown Research Institute does not have any Crown entity subsidiaries, financial statements within the meaning of section 6 of the Financial Reporting Act 2013 for the Crown Research Institute

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

In the heading to section 17, replace “accounts” with “financial statements”.

Replace section 17(1)(b) with:

“(b) audited financial statements for that financial year prepared in accordance with generally accepted accounting practice; and”.

In section 21(1), replace “sections 196 to 203” with “sections 207P to 207V”.

Electoral Act 1993 (1993 No 87)

Replace section 206K(f) with:

“(f) a person who, by virtue of section 36(1) of the Financial Reporting Act 2013, may not be appointed or act as an auditor of an entity; or”.

Electricity Industry Act 2010 (2010 No 116)

Replace section 99(a) with:

“(a) prepare financial statements in accordance with generally accepted accounting practice (within the meaning of section 8 of the Financial Reporting Act 2013) in relation to the trust for that financial year; and”.

Replace section 101(4) to (6) with:

“(4) An auditor of a customer trust or community trust—

“(a) must be a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013) and, in selecting an auditor, the beneficiaries may seek the advice of the Auditor-General:

“(b) must not be a trustee, a director, an employee, or an agent of the trust or of any distributor owned by the trust, or be otherwise disqualified from being an auditor under section 36(4)(b) and (d) of the Financial Reporting Act 2013.

“(5) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to a customer trust or community trust).

“(6) In addition, sections 207B and 207T to 207W of the Companies Act 1993 apply in relation to the auditor.

“(7) Those sections of the Companies Act 1993 apply as if references to a company were to a trust, references to a director were to a trustee, references to a board were to the trustees, references to shareholders were to beneficiaries, references to a subsidiary were to a distributor owned by the trust and the distributor's subsidiaries, and all other necessary modifications were made.”

Energy Companies Act 1992 (1992 No 56)

In section 2(1), insert in their appropriate alphabetical order:

“financial statements, in relation to an energy company, means—

“(a) group financial statements within the meaning of section 7 of the Financial Reporting Act 2013 for the group comprising the energy company and its subsidiaries; or

“(b) if the energy company does not have any subsidiaries, financial statements within the meaning of section 6 of the Financial Reporting Act 2013 for the energy company

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

In the heading to section 44, replace “accounts” with “financial statements”.

Replace section 44(3)(b) with:

“(b) audited financial statements for that financial year prepared in accordance with generally accepted accounting practice; and”.

Repeal section 44(5).

In section 45(1), replace “sections 196 to 203” with “sections 207P to 207V”.

In section 45(3)(c), replace “section 196(4)” with “section 207R(3)”.

In section 45(4), delete “consolidated”.

Replace section 46A(2) with:

“(2) In this section, auditor means a qualified auditor within the meaning of section 35 of the Financial Reporting Act 2013.”

Farmers' Mutual Group Act 2007 (2007 No 1 (P))

Replace section 25(2)(c) and (d) with:

“(c) this Act.”

Repeal section 27.

Repeal section 37 and the cross-heading above section 37.

Finance Act (No 2) 1990 (1990 No 73)

In section 8(2)(a), delete “registered under the Financial Reporting Act 1993”.

Financial Markets Authority Act 2011 (2011 No 5)

In section 4, definition of financial markets participant, replace paragraph (b)(iv) with:

“(iv) an FMC reporting entity (within the meaning of section 451 of the Financial Markets Conduct Act 2013); and”.

In Schedule 1, Part 2, replace the item relating to the Financial Reporting Act 1993 with “Financial Reporting Act 2013”.

Gas Act 1992 (1992 No 124)

Replace section 43ZR(a) with:

“(a) forecast financial statements for the industry body that have been prepared in accordance with generally accepted accounting practice (within the meaning of section 8 of the Financial Reporting Act 2013); and”.

Replace section 43ZW(1)(c) with:

“(c) audited financial statements for the industry body for that financial year that have been prepared in accordance with generally accepted accounting practice (within the meaning of section 8 of the Financial Reporting Act 2013); and”.

Government Superannuation Fund Act 1956 (1956 No 47)

In section 15K(3)(b), replace “section 2(1) of the Financial Reporting Act 1993” with “section 5 of the Financial Reporting Act 2013”.

In section 93(2), replace “section 3 of the Financial Reporting Act 1993” with “section 8 of the Financial Reporting Act 2013”.

Housing Corporation Act 1974 (1974 No 19)

Repeal section 56(3).

In section 56(4), replace “to (3)” with “and (2)”.

Income Tax Act 2007 (2007 No 97)

In section DB 35(1), definition of new reporting standard, replace “approved or issued under the Financial Reporting Act 1993” with “in effect under the Financial Reporting Act 2013”.

In section EB 6(3), replace “approved or issued under the Financial Reporting Act 1993” with “in effect under the Financial Reporting Act 2013”.

In section YA 1, definition of financial institution, delete “and to which section 15 of the Financial Reporting Act 1993 applies”.

In section YA 1, replace the definition of financial statements with:

“financial statements is defined in section 6 of the Financial Reporting Act 2013, but the references in that definition to an entity and to a reporting entity are to be read as references to a person”.

In section YA 1, replace the definition of generally accepted accounting practice with:

“generally accepted accounting practice is defined in section 8 of the Financial Reporting Act 2013”.

In section YA 1, definition of IFRS, replace “approved or issued under the Financial Reporting Act 1993” with “in effect under the Financial Reporting Act 2013”.

In section YA 1, definition of NZIAS 2, replace “approved or issued under the Financial Reporting Act 1993” with “in effect under the Financial Reporting Act 2013”.

In section YA 1, definition of NZIAS 8, replace “approved or issued under the Financial Reporting Act 1993” with “in effect under the Financial Reporting Act 2013”.

In section YA 1, definition of NZIAS 17, replace “approved or issued under the Financial Reporting Act 1993” with “in effect under the Financial Reporting Act 2013”.

In section YA 1, definition of NZIAS 23, replace “approved or issued under the Financial Reporting Act 1993” with “in effect under the Financial Reporting Act 2013”.

In section YA 1, definition of NZIAS 28, replace “approved or issued under the Financial Reporting Act 1993” with “in effect under the Financial Reporting Act 2013”.

In section YA 1, definition of NZIAS 31, replace “approved or issued under the Financial Reporting Act 1993” with “in effect under the Financial Reporting Act 2013”.

In section YA 1, definition of NZIAS 32, replace “approved or issued under the Financial Reporting Act 1993” with “in effect under the Financial Reporting Act 2013”.

In section YA 1, definition of NZIAS 39, replace “approved or issued under the Financial Reporting Act 1993” with “in effect under the Financial Reporting Act 2013”.

Incorporated Societies Act 1908 (1908 No 212)

Replace section 23(4) with:

“(4) Nothing in this section applies to a society that is—

“(a) an FMC reporting entity (as defined in section 451 of the Financial Markets Conduct Act 2013) or a person that is subject to section 55 of the Financial Reporting Act 2013; or

“(b) a charitable entity within the meaning of section 4(1) of the Charities Act 2005.”

Industry Training Act 1992 (1992 No 55)

In section 46(1)(a), after “generally accepted accounting practice”, insert “(within the meaning of section 8 of the Financial Reporting Act 2013)”.

Insurance (Prudential Supervision) Act 2010 (2010 No 111)

In section 6(1), replace the definition of financial statements with:

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013”.

In section 6(1), replace the definition of group financial statements with:

“group financial statements has the same meaning as in section 7 of the Financial Reporting Act 2013”.

In section 6(1), replace the definition of subsidiary with:

“subsidiary—

“(a) means a subsidiary within the meaning of sections 5 to 8 of the Companies Act 1993; and

“(b) in section 81, includes any entity that is classified as a subsidiary in any applicable financial reporting standard (within the meaning of section 5 of the Financial Reporting Act 2013)”.

In section 6(1), insert in its appropriate alphabetical order:

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Replace section 77(1) and (2) with:

“(1) A licensed insurer must ensure that the actuarial information contained in, or used in the preparation of, the financial statements or group financial statements of the insurer referred to in section 81(1) is reviewed by the appointed actuary.

“(2) The licensed insurer must take all practicable steps to ensure that the review is completed, and the report referred to in section 78 in respect of the review is prepared, before the date on which the financial statements or group financial statements are required to be given to the Bank under section 81.”

Replace section 79 with:

“79 Provisions relating to auditor's report

A licensed insurer must ensure that the auditor's report that is prepared in respect of the insurer's financial statements or group financial statements is accompanied by the appointed actuary's report prepared under section 78 when—

“(a) the auditor's report is delivered for registration or lodgement under any enactment; and

“(b) the auditor's report is included in the insurer's annual report (in the case of an insurer that includes the auditor's report in its annual report).”

In section 81(1), replace “financial statements of the insurer and any group financial statements are required to be registered under the Financial Reporting Act 1993” with “financial statements or group financial statements of the insurer are required to be registered or lodged under any Act”.

In section 81(2)(b)(ii), replace “Registrar” with “Registrar of Companies”.

Repeal section 81(4A).

In section 192(1), delete “, being a person or persons who are qualified for appointment as an auditor of a company under the Companies Act 1993 and who have been approved by the Bank”.

After section 192(1), insert:

“(1A) The person or persons appointed to be the auditor under subsection (1) must be—

“(a) licensed auditors (within the meaning of section 6(1) of the Auditor Regulation Act 2011); and

“(b) approved by the Bank.”

Replace section 238(1)(b) with:

“(b) exempting a class of specified persons that have an annual gross premium income (as determined in the manner specified in the regulations) that is less than a specified amount from being—

“(i) an FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013 by virtue of section 451(h) of that Act:

“(ii) an issuer for the purposes of the Financial Reporting Act 1993 by virtue of section 4(1)(da) of that Act:”.

Lawyers and Conveyancers Act 2006 (2006 No 1)

In section 297, replace “chartered accountant” with “qualified auditor”.

In section 297, insert as subsection (2):

“(2) No person is qualified for appointment as an auditor of the accounts unless the person is a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013).”

Local Government Act 2002 (2002 No 84)

In section 5(1), replace the definition of generally accepted accounting practice with:

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

In section 70, replace “sections 196 to 203” with “sections 207P to 207V”.

In section 259D(1), replace “made under the Financial Reporting Act 1993, as those standards are defined in section 2(1) of that Act” with “in effect under the Financial Reporting Act 2013, as those standards are defined in section 5(1) of that Act”.

In section 259E(1)(a), replace “Financial Reporting Act 1993” with “Financial Reporting Act 2013”.

In section 259E(2), replace “section 28 of the Financial Reporting Act 1993” with “sections 27 and 28 of the Financial Reporting Act 2013”.

Maori Fisheries Act 2004 (2004 No 78)

In section 60(2)(a)(i) and (b)(ii), replace “section 196” with “section 207P”.

Māori Television Service (Te Aratuku Whakaata Irirangi Māori) Act 2003 (2003 No 21)

In section 6, replace the definition of subsidiary with:

“subsidiary means a subsidiary of the Service within the meaning of section 5 of the Financial Reporting Act 2013”.

In section 25, replace the definition of generally accepted accounting practice with:

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Maori Trust Boards Act 1955 (1955 No 37)

Replace section 31(3)(a) with:

“(a) financial statements for the Board for the accounting period; and”.

Replace section 31(6) with:

“(6) In this section,—

“financial statements has the meaning given by section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the meaning given by section 8 of the Financial Reporting Act 2013.”

Replace section 31B(2) with:

“(2) The auditor must be a qualified auditor within the meaning of section 35 of the Financial Reporting Act 2013.

“(3) See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership and access to information in relation to a Board).”

Marine and Coastal Area (Takutai Moana) Act 2011 (2011 No 3)

In section 44(2)(a)(i), replace “section 2(1) of the Financial Reporting Act 1993” with “section 5 of the Financial Reporting Act 2013”.

Masterton District Council (Montfort Trimble Foundation) Act 2003 (2003 No 5 (L))

In Schedule 1, clause 6(3), replace “Financial Reporting Act 1993” with “Financial Reporting Act 2013”.

Masterton Trust Lands Act 2003 (2003 No 1 (L))

In Schedule 2, clause 12(1), replace “section 3 of the Financial Reporting Act 1993” with “section 8 of the Financial Reporting Act 2013”.

Meat Board Act 2004 (2004 No 58)

Replace section 17(2) and (3) with:

“(2) The financial statements must be prepared in accordance with generally accepted accounting practice (within the meaning of section 8 of the Financial Reporting Act 2013).”

After section 18(2), insert:

“(2A) The person appointed as the auditor must be the Auditor-General or a person who is a qualified auditor within the meaning of section 35 of the Financial Reporting Act 2013.”

New Zealand Superannuation and Retirement Income Act 2001 (2001 No 84)

In section 5(1), definition of subsidiary, paragraph (b), replace “section 2(1) of the Financial Reporting Act 1993” with “section 5 of the Financial Reporting Act 2013”.

In section 59(3)(b), replace “section 2(1) of the Financial Reporting Act 1993” with “section 5 of the Financial Reporting Act 2013”.

Replace section 66(2) with:

“(2) The annual financial statements must be prepared in accordance with generally accepted accounting practice (as defined in section 8 of the Financial Reporting Act 2013).”

Nurse Maude Association Act 2000 (2000 No 2 (P))

Replace section 24(2) with:

“(2) The auditor must be a person who is a qualified auditor within the meaning of section 35 of the Financial Reporting Act 2013.”

Plumbers, Gasfitters, and Drainlayers Act 2006 (2006 No 74)

Replace section 158(1) and (2) with:

“(1) The Board must ensure that, within 3 months after the end of the financial year, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the Board and that financial year; and

“(b) dated and signed on behalf of the Board by 2 members of the Board.

“(2) The financial statements must contain, in relation to each financial statement, budgeted figures for the financial year.

“(2A) In this section,—

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013.”

In section 158(3)(a), delete “annual”.

In section 159(1), replace “90 days” with “3 months”.

In section 159(1), replace “annual financial” with “financial”.

Pork Industry Board Act 1997 (1997 No 106)

Replace section 24(2) with:

“(2) The financial statements must be prepared in accordance with generally accepted accounting practice (within the meaning of section 8 of the Financial Reporting Act 2013).”

After section 25(2), insert:

“(2A) The person appointed as the auditor must be the Auditor-General or a person who is a qualified auditor within the meaning of section 35 of the Financial Reporting Act 2013.”

Port Companies Act 1988 (1988 No 91)

In section 2(1), insert in their appropriate alphabetical order:

“financial statements, in relation to a port company, means—

“(a) group financial statements within the meaning of section 7 of the Financial Reporting Act 2013 for the group comprising the port company and its subsidiaries; or

“(b) if the port company does not have any subsidiaries, financial statements within the meaning of section 6 of the Financial Reporting Act 2013 for the port company

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

In the heading to section 16, replace “accounts” with “financial statements”.

Replace section 16(3)(b) with:

“(b) audited financial statements for that financial year prepared in accordance with generally accepted accounting practice; and”.

In section 19, replace “sections 196 to 203” with “sections 207P to 207V”.

Property Law Act 2007 (2007 No 91)

Repeal section 167(1)(b)(iv).

Public Audit Act 2001 (2001 No 10)

In section 4, replace the definition of auditing and assurance standard with:

“auditing and assurance standard has the same meaning as in section 5 of the Financial Reporting Act 2013”.

In section 4, replace the definition of financial reporting standard with:

“financial reporting standard has the same meaning as in section 5 of the Financial Reporting Act 2013”.

In section 4, repeal the definition of issuer.

In section 4, insert in its appropriate alphabetical order:

“FMC reporting entity has the same meaning as in section 451 of the Financial Markets Conduct Act 2013”.

In section 15(3), replace “issuer” with “FMC reporting entity”.

After section 15(3), insert:

“(4) If another enactment that would otherwise apply to a public entity (other than an FMC reporting entity) requires an audit of the public entity or the audit report (or both) to comply with auditing and assurance standards, that requirement does not apply in relation to the public entity.”

In the heading to section 15A, replace “issuers” with “FMC reporting entities”.

In section 15A(1) and (2)(a), replace “issuers” with “FMC reporting entities”.

Replace section 32(1)(b) and (c) with:

“(b) a person qualified to be an auditor of an entity under section 36(1) and (4) of the Financial Reporting Act 2013:

“(c) a partnership, if all or some of the partners are persons who are qualified to be appointed as auditors of an entity under section 36(1) and (4) of the Financial Reporting Act 2013.”

In section 32(1A) and (1B), replace “issuer” with “FMC reporting entity”.

Replace section 32(2)(b) with:

“(b) if the partnership includes persons who are not qualified to be appointed as auditors of an entity under section 36(1) and (4) of the Financial Reporting Act 2013, the persons who are not qualified to be appointed as auditors must not act as auditors.”

Public Finance Act 1989 (1989 No 44)

In section 2(1), replace the definition of generally accepted accounting practice with:

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Real Estate Agents Act 2008 (2008 No 66)

In section 29, insert as subsection (2):

“(2) No person is qualified for appointment as an auditor of the trust account unless the person is a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013).”

Receiverships Act 1993 (1993 No 122)

Repeal section 28(1)(d).

Registered Architects Act 2005 (2005 No 38)

In section 59(1)(b), delete “annual”.

Replace section 60(1) and (2) with:

“(1) The Board must ensure that, within 3 months after the end of the financial year, financial statements that comply with generally accepted accounting practice are—

“(a) completed in relation to the Board and that financial year; and

“(b) dated and signed on behalf of the Board by 2 members of the Board.

“(2) The financial statements must contain, in relation to each financial statement, budgeted figures for the financial year.

“(2A) In this section,—

“financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013.”

In section 60(3)(a), delete “annual”.

In section 61(1), replace “90 days” with “3 months”.

In section 61(1), delete “annual”.

Reserve Bank of New Zealand Act 1989 (1989 No 157)

Replace section 81AA(2)(a) with:

“(a) prescribe information that is required to be contained in financial statements:”.

In section 153(4), replace “196” with “207P”.

In section 154(1), delete “who are qualified for appointment as auditors of a company under the Companies Act 1993 and who have been approved by the Bank”.

After section 154(1), insert:

“(1A) The person or persons appointed to be the auditor under subsection (1) must be—

“(a) licensed auditors (within the meaning of section 6(1) of the Auditor Regulation Act 2011); and

“(b) approved by the Bank.”

Riccarton Bush Act 1914 (1914 No 15 (L))

In section 22(2)(a), replace “section 3 of the Financial Reporting Act 1993” with “section 8 of the Financial Reporting Act 2013”.

Royal Society of New Zealand Act 1997 (1997 No 2 (P))

In the Schedule, clause 10(4), replace “an auditor in accordance with section 199 of the Companies Act 1993” with “a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013)”.

Sale and Supply of Alcohol Act 2012 (2012 No 120)

In section 5(1), repeal the definitions of approved financial reporting standard and generally accepted accounting practice.

In section 5(1), insert in its appropriate alphabetical order:

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

Replace the heading to section 333 with “Accounting records”.

Replace section 333(1) with:

“(1) The members of a licensing trust must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the licensing trust; and

“(b) will enable the members to ensure that the financial statements of the licensing trust comply with this Act; and

“(c) will enable the financial statements of the licensing trust to be readily and properly audited.

“(1A) The members of a licensing trust must establish and maintain a satisfactory system of control of the accounting records.

“(1B) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.”

In section 333(2), replace “subsection (1)” with “this section”.

In section 334(1), insert “, within 5 months after the end of each financial year,” after “ensure that”.

In section 334(1), replace “each financial year” with “the financial year”.

Replace the heading to section 382 with “Accounting records”.

Replace section 382(1) with:

“(1) The trustees of a community trust must ensure that there are kept at all times accounting records that—

“(a) correctly record the transactions of the community trust; and

“(b) will enable the trustees to ensure that the financial statements of the community trust comply with this Act; and

“(c) will enable the financial statements of the community trust to be readily and properly audited.

“(1A) The trustees of a community trust must establish and maintain a satisfactory system of control of the accounting records.

“(1B) The accounting records must be kept—

“(a) in written form in English; or

“(b) in a form or manner in which they are easily accessible and convertible into written form in English.”

In section 382(2), replace “subsection (1)” with “this section”.

In section 383(1), insert “, within 5 months after the end of each financial year,” after “ensure that”.

In section 383(1), replace “each financial year” with “the financial year”.

Selwyn Plantation Board Empowering Act 1992 (1992 No 4 (L))

In section 18, replace “sections 196 to 203” with “sections 207P to 207V”.

State-Owned Enterprises Act 1986 (1986 No 124)

In section 2, insert in their appropriate alphabetical order:

“financial statements, in relation to a State enterprise, means—

“(a) group financial statements within the meaning of section 7 of the Financial Reporting Act 2013 for the group comprising the State enterprise and its subsidiaries; or

“(b) if the State enterprise does not have any subsidiaries, financial statements within the meaning of section 6 of the Financial Reporting Act 2013 for the State enterprise

“generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013”.

In the heading to section 15, replace “accounts” with “financial statements”.

Replace section 15(1)(b) with:

“(b) audited financial statements for that financial year prepared in accordance with generally accepted accounting practice; and”.

In section 19(1), replace “sections 196 to 203” with “sections 207P to 207V”.

Summary Proceedings Act 1957 (1957 No 87)

In section 2(1), definition of infringement notice, replace paragraph (ba) with:

“(ba) section 207Z of the Companies Act 1993; or”.

Telecommunications Act 2001 (2001 No 103)

In section 80, replace the definition of financial statements with:

“financial statements,—

“(a) except if section 79 applies, has the same meaning as in section 6 of the Financial Reporting Act 2013; and

“(b) if section 79 applies, means a consolidated statement of financial performance of the 2 or more bodies corporate required by that section to be treated as 1 person, prepared in accordance with generally accepted accounting practice, as defined in section 8 of the Financial Reporting Act 2013”.

Trustee Companies Management Act 1975 (1975 No 25)

Repeal section 24A.

Unit Titles Act 2010 (2010 No 22)

Replace section 132(7) with:

“(7) Any person appointed to undertake any of the functions described in subsection (2) must be a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013).”

Wool Industry Restructuring Act 2003 (2003 No 40)

Replace section 52(2) with:

“(2) A person whom the Minister may appoint as an auditor under subsection (1) must be a qualified auditor (within the meaning of section 35 of the Financial Reporting Act 2013).”

s 128

Part 1
Replacing references to “issuers” with “FMC reporting entities”

Section 3

Section 4(1)(a)(i)

Section 35(c)

Part 2
Replacing references to “issuer audit” with “FMC audit”

Section 6(1), definition of engagement partner

Section 8(1) and (2)

Section 9(1) and (2)

Heading to section 10

Section 10(1) and (2)

Section 10A

Section 20(1)(c)(i)

Section 21(1)(b)(i)

Heading to section 23

Section 23(1)(b), (2), (3), and (6)

Section 69(1)(c) and (2)(d)

Section 70(3) and (4)

Section 75(2)

Section 78(2)(d)

Part 3
Replacing references to “issuer audits” with “FMC audits”

Section 3(a)

Section 6(2)(a)

Heading to section 8

Heading to section 9

Section 12(1)(e)(i) and (iii)

Section 15(1)(c) and (2)

Section 20(1)(c)

Section 21(1)(b)

Section 26(1)(c)

Section 34(1)(a)(i) and (b)

Section 35(a)(i)

Section 36(1)(a)

Section 41(1)(f)

Section 65(2)(a)(i) and (b)

Section 68(1)(b) and (c)(i) and (3)(a)(i)

Section 70(1)(a)(i) and (b) and (3)(a)(i)

Reprints notes

1 General

This is a reprint of the Financial Reporting (Amendments to Other Enactments) Act 2013 that incorporates all the amendments to that Act as at the date of the last amendment to it.

2 Legal status

Reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by any amendments to that enactment. Section 18 of the Legislation Act 2012 provides that this reprint, published in electronic form, has the status of an official version under section 17 of that Act. A printed version of the reprint produced directly from this official electronic version also has official status.

3 Editorial and format changes

Editorial and format changes to reprints are made using the powers under sections 24 to 26 of the Legislation Act 2012. See also http://www.pco.parliament.govt.nz/editorial-conventions/ .

4 Amendments incorporated in this reprint

Financial Reporting Legislation Commencement Order 2014 (LI 2014/52)

Financial Reporting (Amendments to Other Enactments) Act 2013

Financial Reporting (Amendments to Other Enactments) Act 2013

Financial Reporting (Amendments to Other Enactments) Act 2013

Note

Contents

1 Title

2 Commencement

3 Overview

Amendments to Building Societies Act 1965

4 Principal Act

5 Section 2 amended (Interpretation)

6 Sections 90 to 94 and cross-heading above section 90 replaced

“Accounting records and financial reporting

“90 Accounting records must be kept

“91 Financial reporting

“92 Half-yearly financial statements must be prepared

7 Sections 95 to 97B replaced

“95 Directors' report

“96 Distribution of copies of financial statements and reports

“97 Depositors and members entitled to be supplied with copy of financial statements

“97A Offences relating to laying financial statements before annual general meeting, half-yearly financial statements, directors' report, and distribution of financial statements

8 Section 98 amended (Appointment of auditors)

9 Section 100 replaced (Disqualifications for appointment as auditor)

“100 Qualifications of auditors and access to information

10 Section 101 amended (Auditors' report, right of access to books, and right to attend meetings)

11 Section 102 repealed (Accounts of groups in terminating society)

12 Section 106 amended (Auditors' report on annual return)

13 Section 121B amended (Registration of documents)

14 Section 130 amended (Form in which records may be kept)

15 Section 137 amended (Regulations)

16 Consequential amendments to Building Societies Regulations 1989

17 Transitional provision

Amendments to Charities Act 2005

18 Principal Act

19 Section 41 amended (Duty to prepare annual return)

20 New sections 42A and 42B inserted

“42A Content of financial statements

“42B Offence to knowingly fail to comply with standards

21 Section 46 amended (Board or chief executive may treat parent entity and 1 or more other entities as forming part of single entity on certain terms and conditions)

22 Transitional provision

Amendments to Companies Act 1993

23 Principal Act

24 Section 2 amended (Interpretation)

25 Section 4 amended (Meaning of solvency test)

26 Section 80 amended (Financial assistance not exceeding 5% of shareholders' funds)

27 Section 120 amended (Annual meeting of shareholders)

28 Section 122 amended (Resolution in lieu of meeting)

29 Section 189 amended (Company records)

30 Part 11 replaced

“Part 11“Accounting records and financial reporting

“Subpart 1—Accounting records

“194 Accounting records must be kept

“195 Place accounting records to be kept

“Subpart 2—Financial reporting

“196 Overview

“197 Non-application of subpart if alternative financial reporting duties under financial markets legislation

“198 Interpretation

“199 Determining number of shareholders

Example

“Preparation of financial statements

“200 Application of preparation provisions

“201 Financial statements must be prepared

“202 Group financial statements must be prepared

“203 Recognition of financial reporting requirements of overseas countries

“204 Financial statements for overseas company must include financial statements for large New Zealand business

“205 Balance date of subsidiaries

“Audit of financial statements

“206 Application of audit requirement

“207 Financial statements must be audited

“207A Audit must be carried out in accordance with auditing and assurance standards

“207B Auditor must report to shareholders

“207C Auditor's report must be sent to Registrar and External Reporting Board if requirements have not been complied with

“Registration of financial statements of overseas companies and other companies with significant overseas ownership

“207D Application of registration provisions

“207E Financial statements must be registered

“Shareholders may request copy of financial statements prepared for tax purposes

“207F Shareholders may request copy of financial statements prepared for tax purposes

“Financial reporting offences

“207G Financial reporting offences

“Provisions relating to opting out and opting in

“Part 11
“Accounting records and financial reporting

“Part 7
“Financial reporting