Find out if you need to apply for consent before investing in sensitive land, significant business assets, or fishing quota in New Zealand.
Do I need consent to invest in New Zealand?
Overseas persons need consent to invest in some sensitive New Zealand assets. A transaction does not need consent if an exemption applies.
What is an overseas person?
An overseas person is:
a person who is both:
- not a New Zealand citizen, and
- not ordinarily resident in New Zealand
an entity that is either or both:
- incorporated overseas
- more than 25% owned or controlled by an overseas person
- a New Zealand individual or entity investing on behalf of an overseas person.
What is a sensitive New Zealand asset?
Sensitive New Zealand assets fall into 3 groups.
- Sensitive land
- Significant business assets
- Fishing quota
Transactions can involve more than one type of sensitive asset – for example, you may be investing in a business valued at more than $100 million (that is, a significant business asset) that also holds sensitive New Zealand land.
Which kinds of investment need consent?
Consent is required for investments by overseas persons in sensitive New Zealand assets.
Such an investment can include:
- acquiring a sensitive asset (such as acquiring sensitive land)
- leasing a sensitive asset for more than 3 years
- acquiring shares or securities in an entity owning sensitive assets (such as a company owning sensitive land in New Zealand)
An investment will need consent if the transaction involves any one of the following:
- the overseas person acquiring a direct interest in sensitive land or fishing quota
the overseas person owning or controlling more than 25% of an entity, or increasing an existing interest of more than 25% of an entity:
- which directly or indirectly has an interest in sensitive land or fishing quota, or
- with assets of more than $100m, or
- for which the purchase price is more than $100m
- a person who directly or indirectly has an interest in sensitive land or fishing quota becoming an overseas person, for example, a company that, after the transaction, would now be more than 25% owned or controlled by overseas persons
- an overseas person commencing business in New Zealand, where the cost to establish the business exceeds $100m
- the acquisition of assets used in carrying on business in New Zealand, and the consideration for those assets exceeding $100m.
These rules apply to entities holding New Zealand assets of this value, whether the transaction is conducted in New Zealand or overseas. Different rules apply to listed companies.
When trusts require consent
Consent is not required to transfer sensitive assets from a trust to an overseas person beneficiary, provided consent was obtained for the trust’s holding of the asset and the transfer is not contrary to the conditions of consent.
You will need consent to:
- replace a trustee with an overseas person trustee if this will mean that following the appointment of this trustee, the trust will be an overseas person, or
- transfer property to a beneficiary, if the trust did not require consent to acquire the property but would require consent to acquire it now (for example, land that has become sensitive since being acquired, or shares in a company whose assets have grown to exceed $100m since being acquired).
What to do if you have already made an investment without consent
Please contact us immediately if you discover you have made an investment without obtaining the necessary consent. You may be able to apply for consent retrospectively.