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About this pathway
This consent pathway can be used by an overseas person who wants to invest in high-value New Zealand business assets, including:
-
securities, for example the purchase of shares in a company
- an asset, for example buying a windfarm
- establishing a business, for example developing a new apartment building.
A business asset is considered significant if it is worth more than the dollar threshold (usually $100 million). For some investors, the dollar threshold is higher. For some Australian investors the threshold is $586 million, and for the parties to certain other free trade agreements the threshold is $200 million.
Alternative monetary thresholds – legislation.govt.nz
Who needs consent
You must apply for consent if you are an overseas person, and you want to:
- invest in a significant New Zealand business asset, or
- invest in New Zealand business assets worth less than $100 million and the assets also involve sensitive land or fishing quota.
If you are investing on behalf of an overseas person, you must also apply for consent.
Investing on behalf of an overseas person
Investing without consent
You do not need to apply for consent to invest in a New Zealand business asset if:
- you are a New Zealand citizen, or
- you are an overseas person and the value of the asset is less than $100 million
Even if you do not need consent, you may still need to notify us of the investment if it is:
- in a strategically important business, or
- in property used in carrying on a strategically important business.
Find out if you need to notify us of your transaction
Types of investments
Securities
Overseas people and their associates require consent to acquire securities if the transaction:
- results in the overseas person owning or controlling more than 25% of a company, or
- increases an existing more-than-25% interest over and above an ownership and control limit, and
- exceeds the dollar threshold (normally $100m, but higher for some investors).
The dollar threshold will be met if:
- the value of the securities acquired exceeds $100 million, or
- the purchase price of the securities exceeds $100 million, or
- the gross assets of the issuer and its more-than-25% subsidiaries exceed $100 million, including:
- all of the assets of a New Zealand person, for example a company incorporated under the Companies Act 1993, wherever those assets are located
- the New Zealand assets of a non-New Zealand person, for example a company incorporated in Australia
- goodwill and other intangible assets.
Assets
Overseas people and their associates need consent to acquire assets if the total value of consideration provided exceeds $100 million.
The assets:
- must be located in New Zealand
- must be used in carrying on business in New Zealand, and
- may be acquired in one transaction or in a series of related or linked transactions.
Examples of related or linked transactions include:
- buying assets in tranches off a vendor
- buying assets from different vendors who are closely connected with one another
- buying assets from different vendors, where the agreements are interdependent on one another.
New businesses
Overseas people and their associates require consent to establish a business in New Zealand if:
- the business is carried on for more than 90 days in any year, whether consecutively or in aggregate, and
- the total expenditure expected to be incurred, before commencing the business, in establishing that business exceeds $100 million.
When a business is considered ‘established’ depends on the circumstances of each case. The business generally is not considered established during the initial development, but once the initial development is in operation or is disposed of.
For example:
- if you are building a power station, the business will be established when power is being generated for sale
- if you are building a residential development, the business will be established when lots are capable of being transferred to buyers.
Information you will need to provide
Applications for consent to acquire significant business assets must include:
- Tax information
- Details of securities
- Details of assets
- Written statement (if no sensitive land)
If you are establishing a business, contact us for confirmation of what information we require.
Contact the Overseas Investment Office
Tax information
You must provide us with tax information when you submit your application for consent. This requirement applies to applications that:
- only involve investment in significant business assets, or
- involve investment in significant business assets along with sensitive land or fishing quota.
We will pass this information directly to Inland Revenue without viewing it. We will not start to assess your application until we receive confirmation from Inland Revenue that the information is complete.
Details of securities
You must provide us with information on the security structure of the company you want to buy, including:
- the classes of securities
- the number of securities in each class, and
- the rights that attach to each class of security.
We also require information about the securities being acquired, including:
- the number of securities owned in each class and the percentage of the total securities in each class represented by the securities already owned by the applicant or any associate (either alone or together with its associates)
- the number of securities being acquired in each class and the percentage of the total securities in each class represented by the securities being acquired by the applicant or any associate (either alone or together with its associates)
- the value of the securities being acquired
- the total consideration to be paid for the securities, and
- whether the securities being acquired are existing securities or are new securities to be issued.
You must also provide details of:
- the gross value of the assets of the target company and its more than 25% subsidiaries
- how the acquisition is to be financed
- a copy of any agreements providing for the acquisition of the securities, and
- a general description of the business the applicant will undertake after the acquisition.
Details of assets
You must provide the following information for the acquisition, or for each transaction if the acquisition is structured using a series of related or linked transactions:
- the nature of the property being acquired (for example, all of the assets and the undertakings of the milk powder business of ABC Milk Company Ltd)
- the total consideration (including GST if any)
- how the acquisition is to be financed
- a copy of any agreements providing for the acquisition of the property, and
- a general description of the business the applicant will undertake after the acquisition.
Written statement (if no sensitive land)
If a significant business assets application does not include sensitive land, you will need to provide a written statement that the acquisition does not involve any land that is sensitive under Schedule 1 of the Act.
Assessment criteria
You will need to meet the investor test and your application may be subject to the national interest assessment.
Assessment timeframes
Find out how long it will take for us to assess your application.
Fees
The fee for this consent application depends on a range of factors. Find out how much it will cost to lodge this application.
Apply
Find information and resources to help you apply for consent online. We recommend you seek expert legal advice as early as possible.
Legislation
The Overseas Investment Act 2005 outlines the criteria for consent for overseas investments in significant business assets:
- Significant business assets are defined in section 13
- Consent criteria for investments in significant business assets are detailed in section 18
- Details of the information you must provide with your application are set out in:
- section 13(1)(a) (acquisition of securities)
- section 13(1)(c) (purchase of assets)
- section 13(1)(b) (establishment of a business).
- Information about alternative monetary thresholds can be found in part 5 of the Overseas Investment Regulations 2005