Find out if you need to apply to the Overseas Investment Office for consent to purchase non-residential sensitive New Zealand assets.
If you do not require consent, you may still need to notify the Overseas Investment Office prior to proceeding with an investment in a New Zealand business if that investment results in:
- acquiring more than 25% ownership in a business, or
- acquiring more than 25% of a business’ assets, or
- an increase in an existing ownership interest in a business to or beyond 50%, 75% or 100%.
Overseas persons must notify the Overseas Investment Office regardless of the value of that business. Failure to do so is a contravention of the Act.
You may need to apply to the Overseas Investment Office (OIO) for consent if you are an overseas person, or an associate of an overseas person, and you wish to acquire:
- sensitive land (not including residential land) or an interest in sensitive land (eg. by buying shares in a company that owns sensitive land), or
- business assets worth more than $100 million, or
- fishing quota or an interest in fishing quota.
- one home to live in
- developing or investing in residential land
- forestry land
- New Zealand listed issuers and managed investment schemes [link]
- sensitive adjoining land [link]
The Overseas Investment (Urgent Measures) Amendment Act 2020 also introduces a national interest assessment.
You are an overseas person if you are neither a New Zealand citizen, nor ordinarily resident in New Zealand. A company, a partnership, a joint venture or a trust can also be an overseas person. You will also require consent if you are an associate of an overseas person. You will require expert legal advice to know whether you or the entity that is going to acquire the sensitive assets is an overseas person or an associate of an overseas person.
Associates under the Overseas Investment Act
An overseas person cannot have a New Zealander buy land on their behalf in order to avoid the new rules. See Associate Provisions for more information.
Land will be sensitive if it comes within the types of land and area thresholds detailed in Part 1 of Schedule 1 of the Overseas Investment Act 2005. While determining whether land is sensitive can sometimes be straightforward, often significant legal and land expertise is required, particularly if there are nearby waterways.
The Ministerial Directive Letter determines which benefit factors are of high relative importance when assessing the benefits of overseas investments in sensitive land.
Applicants for consent must satisfy a number of criteria, including the core “investor test” criteria. In addition, consent to acquire sensitive land will only be granted if:
- the transaction will, or is likely to, benefit New Zealand, or alternatively
- the relevant overseas person intends to reside in New Zealand indefinitely.
Some types of land (such as farm land) also have specific consent criteria.
Applicants for consent to acquire fishing quota must satisfy a “national interest” assessment.
Determining if consent is required and applying for consent generally requires significant legal and land expertise. Seek assistance from a professional adviser as early as possible to help ensure a smooth transaction.
The OIO cannot give legal advice or consider draft applications.
The OIO administers the Overseas Investment Act 2005 and the Overseas Investment Regulations. Regulation 33 of the Regulations outlines certain transactions that are exempt from the consent requirement. The OIO also administers sections 56 to 57J of the Fisheries Act 1996 relating to acquiring fishing quota.
This website provides general information only. The OIO and LINZ do not assume any responsibility for giving legal or other professional advice and disclaim any liability arising from the use of the information. If you require legal or other expert advice you should seek assistance from a professional adviser.
The Overseas Investment Office encourages you to seek legal advice about whether your obligations have changed as a result of the Overseas Investment (Urgent Measures) Amendment Act 2020.
 UBNZ Asset Holdings Ltd v Plateau Farms Ltd HC Auckland, Harrison J,CIV-2010-404-3236 11 July 2010 at