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The Financial Markets Authority (FMA) is seeking feedback on whether to extend or allow to expire 14 class exemption and three class designation notices.
Submissions close tomorrow on 17 July.
Exemptions
The 14 exemptions and three class notices subject to review are set to expire between December 2025 and November 2026.
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Group A Expiry: 07/12/2025 |
This exemption provides two years’ relief to listed issuers and registered banks that are Climate Reporting Entities (CREs) from the requirement to include in the annual report a copy of or link to their climate statement. The relief was needed because the four month timeframes for preparing climate statements does not coincide with the three month timeframe for preparing annual reports for registered banks and listed issuers. Entities relying on this exemption are encouraged to submit on whether there remains an ongoing need for this exemption notice and, if so, explain for how long the exemption is needed. Chapman Tripp was involved in the application for this exemption originally, and we anticipate a number of entities would need this exemption to continue so they have the additional month to complete their climate statement. |
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Financial Markets Conduct (Australian Licensees) Exemption Notice 2020 Group A Expiry: 14/03/2026 |
This exemption allows offshore Australian licensed financial service providers and their representatives to give financial advice to certain New Zealand retail clients on an unsolicited basis without getting a financial advice provider licence and without complying with certain FMC Act duties. Licensees relying on this exemption are required to notify the FMA of that reliance. As this is the first time that this exemption has been reviewed, the FMA is particularly interested in industry feedback. Chapman Tripp expects there may be many Australian licensed financial advisers who are relying on this exemption and would want it to continue. |
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Financial Markets Conduct (Catalist Public Market) Exemption Notice 2021 Group A Expiry: 20/06/2026 |
This exemption allows issuers listed on the Catalist Public Market to make ‘same class’ offers and small offers of $2 million or less through the market. The FMA is particularly interested in industry feedback on this exemption notice because it has not previously been reviewed. |
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Financial Markets Conduct (Employee Share Purchase Schemes) Exemption Notice 2021 Group A Expiry: 06/08/2026 |
Certain offers of equity securities (i.e. shares) that are made under, or in connection with, employee share purchase schemes are exempted from the standard disclosure requirements under Part 3 of the FMC Act. The exemption also provides that debt securities offered in connection with the acquisition of equity securities under an overseas issuer’s employee share purchase scheme are exempted from disclosure requirements under Part 3 and governance requirements under Part 4 of the FMCA, amongst other exemptions. Chapman Tripp identified the need for the exemptions set out in this Exemption Notice when the FMCA was introduced. We continue to advise overseas companies who rely on this exemption for their employee incentive plans, particularly those whose overseas scheme allows rewards to be given to family members or trusts, or involve a savings scheme as part of their plan, and benefit from this exemption. |
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Financial Markets Conduct (Forestry Schemes) Exemption Notice 2021 Group A Expiry: 17/11/2026 |
Forestry scheme managers, supervisors and custodians are exempted from some FMC Act obligations in relation to certain closed forestry schemes. The FMA has asked whether there are any issuers with active schemes still relying on this exemption. |
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Financial Markets Conduct (Property Schemes-Custody of Assets) Exemption Notice 2021 Group A Expiry: 17/11/2026 |
Property scheme managers, supervisors and custodians are exempted from some FMC Act obligations in relation to certain closed property schemes. The FMA has asked whether there are issuers with active schemes still relying on this exemption. |
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Financial Markets Conduct (Equine Bloodstock) Exemption Notice 2021 Group A Expiry: 30/11/2026 |
Shares and managed investment products offered by horse bloodstock syndicates and companies are exempted from the FMC Act disclosure and governance requirements and from the regime applying to regulated offers. |
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Financial Markets Conduct (Disclosure Using Overseas GAAP) Exemption Notice 2022 Group B Expiry: 03/11/2026 |
Overseas issuers are exempted from the requirement to prepare financial information in a product disclosure statement or register entry according to New Zealand generally accepted accounting principles (GAAP). The FMA is considering particularly whether Germany, Ireland, Singapore and the Republic of South Africa should remain as a specified jurisdiction for the purposes of this exemption. None of them are signatories to the Multilateral Memorandum of Understanding Concerning Co-Operation in the Exchange of Information for Audit Oversight, and the FMA doesn’t know of any entity that is currently relying on an exemption from these jurisdictions. |
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Financial Markets Conduct (Overseas FMC Reporting Entities) Exemption Notice 2021 Group B Expiry: 03/11/2026 |
This exemption relieves the requirements to prepare financial statements based on NZ GAAP if they comply with overseas GAAP and is available to reporting entities with a primary listing in a regime with a regulatory regime that is broadly equivalent to New Zealand’s. As with the above, the FMA is considering particularly whether Germany, Ireland, Singapore and the Republic of South Africa should remain as a specified jurisdiction for the purposes of this exemption. |
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Financial Markets Conduct (Overseas Registered Banks and Licensed Insurers) Exemption Notice 2021 Group B Expiry: 03/11/2026 |
This exemption allows overseas banks that are registered banks in New Zealand and overseas insurers that are licensed insurers in New Zealand to use GAAP and auditors from their home jurisdiction when preparing their group or entity financial statements. The FMA’s focus in the review is on the standard signing requirements. Chapman Tripp was involved in the original application for this exemption notice on behalf of a client. |
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Group B Expiry: 03/11/2026 |
Overseas registered banks and licensed insurers that are CREs are exempted from the requirement to have their climate statements dated and signed by two directors. As with the above, the FMA’s focus is on the relevancy of the exemption from the standard signing requirements. Chapman Tripp applied for this exemption on behalf of the NZBA. |
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Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 Group B Expiry: 17/11/2026 |
This allows issuers listed on an overseas market with a regime broadly equivalent to New Zealand’s to rely on the requirements of their home jurisdiction when making offers to existing holders of securities in relation to New Zealand investors who may have incidentally received that offer. Chapman Tripp considers the exemptions set out in this exemption notice are longstanding, essential for mutual recognition efficiencies, remain valid and continue to be required. |
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Financial Markets Conduct (Recognised Exchanges) Exemption Notice 2021
Expiry: 17/11/2026 |
Issuers listed on certain recognised exchanges are exempted from disclosure, governance, financial reporting and auditing obligations of the FMC Act when making such an offer to New Zealand investors. |
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Financial Markets Conduct (Overseas Banks Offering Simple Debt Products) Exemption Notice 2021 Group B Expiry: 30/11/2026 |
Overseas banks in certain recognised jurisdictions are exempted from parts of the FMC Act in relation to offers of “simple debt product”. Chapman Tripp made the original application for this exemption notice on behalf of various clients. |
Designations
While the FMA’s designation notices have no expiry date, they are included as part of the FMA’s review to ensure that they remain fit for purpose.
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Group C |
Shares in companies that manage communal facilities in real property developments are designated as not financial products and therefore not subject to the FMC Act, including those provisions relating to disclosure, governance, financial reporting and fair dealing. |
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Financial Markets Conduct (Forward Foreign Exchange Contracts) Designation Notice 2017 Group C |
Issuers of short-duration forward foreign exchange contracts are not subject to the typical requirements for derivative issuers of initial and ongoing disclosure, governance and financial reporting. |
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Financial Markets Conduct (Shares in Investment Companies) Designation Notice 2017 Group C |
Certain shares in investment companies are designated as managed investment products rather than equity securities with the effect that the company issuing the shares is designated as a managed investment scheme (MIS) and subject to MIS governance and disclosure requirements. Chapman Tripp considers that this designation is unworkable and needs to be reviewed. We have made submissions to this effect. |
Excluded exemptions
Two class exemption notices that expire in 2026 are not being reviewed as it is expected that they will be incorporated into law through the Financial Markets Conduct Amendment Bill. They are:
- the Financial Markets Conduct (Licensed Independent Trustees of Restricted Schemes) Exemption Notice 2021, and
- the Financial Markets Conduct (Overseas Subsidiary Balance Date Alignment) Exemption Notice 2021.
The following class exemption notices were due to expire in 2026, but have been made permanent through the Regulatory Systems (Economic Development) Amendment Act 2025:
- the Financial Markets Conduct (Communal Facilities in Real Property Developments) Exemption Notice 2021
- the Financial Markets Conduct (Employee Share Purchase Scheme Shares Offered under Securities Act 1978) Exemption Notice 2021, and
- the Financial Markets Conduct (Securities Offered under Securities Act 1978 Exemptions Recognising Overseas Regimes) Exemption Notice 2021.
Next steps
All stakeholders, including market participants, investors, advisers and industry groups, are encouraged to respond by 5pm on 17 July 2025.
The FMA is specifically seeking feedback on the extent of reliance, the impact of the exemptions (and of their potential removal) and compliance costs.
Policy decisions for Group A exemptions will be announced in the period October 2025 to March 2026 and for Groups B and C, in May 2026.
Please get in touch with one of our experts for more information about providing feedback on this review and the impact of the exemptions on your business.
