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Overseas Investment

Any overseas person or entity proposing to invest directly or indirectly in New Zealand should obtain specialist New Zealand legal advice before proceeding. New Zealand’s foreign investment rules, set out in the Overseas Investment Act 2005 (OIA) and administered by the Overseas Investment Office (OIO), are among the most complex foreign investment regimes in the world. The scope of the OIA is broad and can apply to offshore transactions where New Zealand entities and/or assets are involved. It applies to both direct and indirect (eg acquisitions of securities) investments.

The good news: with the right advisers, the vast majority of transactions can be navigated successfully and quickly. Our team has top-of-market expertise in every aspect of the OIA regime, and a track record of guiding overseas investors, and the international legal advisers who instruct us on their behalf, through transactions of every size and complexity. Not sure whether your transaction is caught? A brief initial consultation with our team is often the fastest way to establish whether consent or notification is required. Exemptions may be available and expert advice is required to determine this.

New Zealand’s overseas investment regime

The OIA applies whenever an overseas person proposes to acquire a qualifying interest in ‘sensitive’ New Zealand assets.

The scope of the regime captures investments in sensitive land, significant business assets and strategically important businesses.

There are three core pathways that may apply, each with their own requirements.

Sensitive land

Consent from the OIO is required for investment in land that is "sensitive" under the OIA.

"Sensitive land" includes residential land, rural land over five hectares, land that includes or adjoins marine and coastal areas or lakes, national or regional parks, conservation areas, areas of historic significance or land of significance to Māori, and land on islands.
Most investments in sensitive land will either fall into the primary consent "national interest" pathway or the "benefit to New Zealand" pathway (e.g. for investments in farm land).
Different tailored pathways apply for transactions involving residential land, depending on the purchaser's intended use of the property.
If the primary consent pathway applies, consent will be granted unless the Minister deems the investment to be contrary to New Zealand's national interest and the application should be decided in "Stage 1" within one to two weeks from submission of the application.
If the benefit to New Zealand pathway applies, the investor must establish a benefit to New Zealand resulting from the investment. If the investment involves farm land, the benefit to New Zealand must be "substantial".
The benefit to New Zealand pathway has higher application fees and longer decision time frames, particularly where the investment involves farm land.
For farm land transactions, vendors are required to comply with prescribed farm land advertising requirements.

Significant business assets

Consent from the OIO is required for investments in New Zealand businesses or business assets where the value of the target business or assets exceeds NZ$100 million.

The primary consent "national interest" pathway applies. Consent will be granted unless the Minister deems the investment to be contrary to New Zealand's national interest.
Most applications should be decided in 'Stage 1' within one to two weeks from submission of the application, unless there are national interest concerns.
Applications will be mandatorily escalated to 'Stage 2' national interest assessment where foreign government investors are involved or the business is a "strategically important business".
Higher business asset value thresholds may apply to Australian and Singaporean non-government investors and investors from other countries with free trade agreements with New Zealand.

Strategically important business

An investment in a "strategically important business" is subject to mandatory or discretionary notification to the OIO under a "national security and public order" ('NSPO") call-in regime under the OIA.

"Strategically important businesses" include businesses involved in military or dual-use technology, intelligence or security agency contractors, registered banks, providers of key financial market infrastructure, certain electricity generators, businesses involved in telecommunications infrastructure or services, ports and airports, and significant media businesses.
The NSPO regime only applies where OIO consent is not required because consent criteria are not triggered.
Notification to the Minister is mandatory for certain categories of strategically important business, and discretionary for other categories.
For strategically important businesses subject to mandatory notification requirements, a Ministerial direction order allowing the transaction to proceed must be received before the transaction can proceed.
For strategically important businesses subject to the voluntary notification regime, if a voluntary notification is made, and the OIO issues a direction order, the investment will have 'safe harbour' and will not be scrutinised again by the OIO. If notification is not made, the transaction may be called in by the OIO for review.
Decisions are made quickly, usually within a week or two, unless national security concerns are identified and the transaction is called in for Ministerial review.

Key Services

Applicability and structuring

Advising on whether and how the OIA applies to a proposed transaction, including indirect offshore transactions with a New Zealand nexus.
Advising on the applicability of exemptions under the OIA and associated Regulations, and structuring transactions to take advantage of those exemptions.
Providing confirmatory comfort to international law firms managing regulatory input on multi-jurisdictional offshore transactions.

Sensitive land and significant business assets consent applications

Advising on the applicable consent pathway and how to navigate it successfully, including how to satisfy the national interest test, the investor test and the benefit to New Zealand test.
Preparing consent applications and all required ancillary documentation, submitting these to the OIO, and managing the process through to obtaining consent.
We are highly experienced and expert at ensuring OIO consent is obtained in a timely fashion to meet transaction timetables and with a minimum of fuss.

Farm land

Advising on farm land advertising requirements.
Obtaining farm land advertising exemptions in appropriate cases.

National security and public order (NSPO) notifications

Advising on whether a transaction falling within the voluntary notification rules should in fact be notified to the OIO based on the nature of the assets and transaction - this requires expert advice.
Preparing and submitting voluntary and mandatory notifications to the OIO, and managing those processes through to receipt of a Ministerial direction order.

Advice for individuals acquiring residential property

Advising overseas individuals on how the OIA regime applies to their proposed purchase of residential property in New Zealand.
Obtaining "One Home to Live In" OIA consents for permanent residence visa holders and applicants who intend to permanently emigrate to New Zealand.
Obtaining >$5 million property purchase OIA consents for AIP investor visa / golden visa holders.

Vendor-side advice

Advising vendors on their obligations under the OIA regime, including preparing and submitting vendor information forms to the OIO, advising on compliance with farm land advertising requirements (and obtaining exemptions from these where appropriate).
Managing the vendor's obligations throughout a competitive sale process, including advising on the merits of a purchaser's, or multiple bidders', draft OIO consent applications to advise the vendor on prospects of success and any risk areas, including timetable risks.

Exemption applications

Advising on formal exemption applications, including exemptions from the definition of "overseas person" to bring New Zealand incorporated or registered and majority New Zealand owned and controlled entities outside of the scope of the OIA regime and allow them to introduce new overseas investors to their structure (such as AIP investors) without becoming an "overseas person".
Obtaining farm land advertising exemptions for project developers.

Conditions and compliance

Advising on conditions attached to OIO consent and ensuring ongoing compliance with reporting and other consent conditions.
Advising on the applicability of the Official Information Act to confidential information submitted to the OIO, and applying for the withholding of sensitive commercial, personal, or proprietary information from public release.

Policy and advocacy

Preparing submissions to the Government as part of consultation processes relating to OIA reform, and advising clients on the implications of legislative and regulatory change for their proposed and existing investments.
Our experts have long-standing and trusted relationships with key personnel at the OIO which can assist in delivering outcomes and obtaining helpful confirmatory advice in marginal cases.

Working with international law firms

A significant portion of our overseas investment advisory practice is instructed by international law firms managing multi-jurisdictional transactions, who instruct us as New Zealand counsel on buy-side and sell-side bilateral and competitive processes and due diligences. We understand the pressures of cross-border deal timelines, our role in the wider advisory team, and the need for clear, helpful and easy to use advice.

We are experienced at providing:

Rapid applicability assessments and advice to confirm whether OIO consent or national security notification is required for a proposed offshore transaction.
Sell-side advisory memos in the context of competitive transactions to assist financial advisers from a deal planning and management perspective and prospective buyers to provide early comfort on prospects and timing.
Expert advice on the applicability of available exemptions to allow transactions to proceed without engaging the OIA regime, including deal structuring advice to achieve this.
Co-ordinated advice alongside competition law sign-off, where both are required for multi-jurisdictional regulatory sign off on global transactions.
Regular transaction updates and milestone reporting to keep international deal teams informed.

Work highlights

Advising Millari Group on its acquisition of the Juken sawmill property and business, including obtaining OIO consent (benefits test).
Advising PF Onings on its OIO consent (benefits test) to acquire Van Zanten Flowerbulbs NZ.
Advising Barkers Fruit Processors on its OIO consent (benefits test) to acquire a rural site for its factory expansion development.
Obtaining exemptions from the definition of "overseas person" for Castlerock Partners and New Ground Capital / Mercer New Zealand.
Advising Woolworths on the OIO consent for its Shands Road South Island Distribution Centre lease.
Acting for Chinese-owned investors on various "sensitive land" and "significant business assets" OIO consent applications, including for geothermal projects in the Taupō region, and an island development in the Auckland region.
Advising BSA International on its OIO consent to acquire New Zealand New Milk Limited.
Acting for multiple international and domestic investors on applications for transitional exemption certificates for development projects.
Advising on and obtaining OIO consent for Targa Capital to invest in the development of affordable housing in New Zealand on both a build-to-sell and build-to-rent basis.
Advising Arcadea Group on national security notifications for its acquisitions of Radford Software Limited and Spider Tracks Limited.
Advising Vela Software and Volaris Software on national security notifications for multiple acquisitions.

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