Enable use of electronic means

In May 2020, the Government passed temporary legislation to support entities to operate effectively through COVID-19

The COVID-19 Response (Requirements For Entities—Modifications and Exemptions) Act 2020 enables the use of electronic means (including electronic voting and the use of electronic signatures) when an entity’s constitution or rules don’t permit this.

To use electronic means where otherwise not permitted, requires that the majority of the entity’s governing officers believe in good faith that it's not reasonably practicable to carry out the task by non-electronic means.

These tasks are:

  1. having or recording information in writing
  2. calling or holding meetings, including for the purpose of establishing a quorum
  3. voting (though there are some matters that electronic voting can’t be used for)
  4. giving or receiving information
  5. making or keeping new records
  6. providing access to records or information held by or on behalf of the entity
  7. signing any instrument
  8. retaining any information.
See also

Electronic signatures and the Contract and Commercial Law Act 2017

These provisions will be in force until 31 March 2021

Originally these provisions were set to expire at the end of November 2020, they have been extended by an Order in Council and now apply until 31 March 2021.

Which entities may make use of these provisions

The provisions apply to:

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

The provisions also apply to the following Māori governance entities:

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

These provisions also apply to post-settlement governance entities.

Who oversees these provisions

The relevant authorities are the responsible Registrar or agency.

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

For the Māori governance entities:

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

An entity’s obligations when using electronic means

When using using electronic means as outlined above (e.g. electronic communications, electronic signatures), an entity must:

  • keep a record of their use and the reasons why (decided by a majority of governance officers)
  • as soon as is practicable after their use, make reasonable efforts to notify members of the matter
  • notify the responsible Registrar or agency (or Registrars if there is more than one for a particular entity) — this does not apply to a firm or post-settlement governance entity.

How to give notice to the Registrar

  1. Download the Notice of use of electronic means
  2. Complete the notice. Take care to read the notes on Page 2 of the form.
  3. Attach a copy of the record that outlines the reasons for the belief of the majority of its governing officers referred to in section 10(1)(b) (and section 10(1)(a) if relevant)).

Send your completed notice to us by email to covidnotices@mbie.govt.nz

What happens next?

When the responsible Registrar or agency receives a notification, they will make the information publicly available on the relevant register, and in any other way they see fit.

Last updated 30 November 2020