Foreign acquisitions and greenfield investment concerning 'significant business assets' are subject to prior authorisation. Screening applies to the acquisition or control of more than 25% of shares or voting power in a New Zealand enterprise where the total consideration payable or the total assets of the business being acquired exceed NZD 100 million, and the establishment of a new business where the total expenditure to be incurred exceeds NZD 100 million. Additionally, 2020 amendements to the Overseas Investment Act 2005 introduced new powers to manage risks related to national security and other national interests. A 'national interest' test now allows the Government to decline consent for certain transactions ordinarily screened if they are considered contrary to New Zealand's national interest. Amendments also established a temporary "emergency notification regime", subject to review every 90 days, which applies to acquisitions by foreign investors of more than 25% ownership interest in a New Zealand business, as well as certain increases in existing ownership interests, regardless of dollar value. On 22 March 2021, a new "investor test" for overseas investors was introduced, as part of measures adopted in the Overseas Investment (Urgent Measures) Amendment Act 2020. This test seeks to determine whether investors are suitable to own or control any "sensitive New Zealand assets". This new test focus on the character and capability of investors, made up of 12 factors that include assessing criminal convictions, penalties for tax evasion, corporate fines, and civil penalties. On 7 June 2021, Section 53 of the Overseas Investment (Urgent Measures) Amendment Act 2020 entered into force. This section replaces the emergency notification regime with the permanent call-in regime that should enable the review of investments in "strategically important businesses" to manage investments that may pose a significant risk to New Zealand's national security or public order. This new regime applies to investments that do not otherwise require consent. Notification of investment is mandatory for some strategically important businesses and voluntary for others. On 5 July 2021, the Overseas Investment Amendment Act 2021, along with its implanting regulations entered into force. Among others, this new reform refine the scope of the national interest assessment by increasing the threshold for transactions caught by an overseas person from over 10% to over 25% ownership. This new amendment also creates new exemptions for lower risk transactions and adds Major Banks to the list of entities considered as "strategically important businesses". Moreover, this amendment establishes ownership or control interest limits at 50%, 75%, and 100%, refining consent requirements for overseas investments in sensitive land.
"12 What are overseas investments in sensitive land
(1) An overseas investment in sensitive land is the acquisition by an overseas person, or an associate of an overseas person, of all or any of the following (a section 12 interest): [...]
(2) The ownership or control interest limits are as follows:
(a) if their existing ownership or control interest in A amounts to more than 25% but less than 50%, their ownership or control interest limit is 50%:
(b) if their existing ownership or control interest in A amounts to 50% or more but less than 75%, their ownership or control interest limit is 75%:
(c) if their existing ownership or control interest in A amounts to 75% or more, their ownership or control interest limit is 100%.
[...]
18 Criteria for consent for overseas investments in significant business assets
The criteria for an overseas investment in significant business assets are both of the following:
(a) the investor test is met:
(b) if the overseas investment in significant business assets is a transaction of national interest, the Minister has not declined consent to the transaction (see section 20C).
18A Investor test
Purpose
(1) The purpose of the investor test is to determine whether investors are unsuitable to own or control any sensitive New Zealand assets, by assessing whether
they are likely to pose risks to New Zealand, based on factors relating to their character and capability.
[...]
20A Transactions that are transactions of national interest
Transactions involving non-NZ government investors or SIB
(1) The following kinds of overseas investment transactions are transactions of national interest:
Investment by non-NZ government investors
(a) a transaction of a kind described in section 12(1)(a) or 13(1)(c) of this Act, or in section 57D(a) of the Fisheries Act 1996, where, as a result of the acquisition, the relevant estate or interest in land, property, or fishing quota is acquired by a non-NZ government investor:
(b) a transaction of a kind described in section 12(1)(b)(i) or (ii) or 13(1)(a) of this Act, or in section 57D(b) of the Fisheries Act 1996, where, as a result of the acquisition, a non-NZ government investor has more than 25% ownership or control interest in A:
[...]
27 Review of emergency notification regime
(1) The Minister must review, at intervals that are no more than 90 days apart, whether the effects of the emergency continue to justify the emergency notification regime continuing in place. [...]
(3) If the Minister is not satisfied that the emergency notification regime should continue, the Minister must recommend to the Governor-General the commencement of section 53 of the Overseas Investment (Urgent Measures) Amendment Act 2020 (replacement of emergency notification regime with more permanent call-in regime)
[...]
60A Reinstatement of emergency notification regime
(1) The Governor-General may, by Order in Council made on the recommendation of the Minister, make regulations that have the broad effect of reinstating, in respect of an emergency, all or part of the emergency notification regime [...]
(2) The Minister may make a recommendation only if the Minister is satisfied that the effects of the emergency justify the emergency notification regime being reinstated, having had regard to the following:
(a) the economic, social, and other effects of the emergency in New Zealand:
(b) any risks to New Zealand's national interest associated with transactions by overseas persons: [...]
(7) The Minister must review, at intervals that are no more than 90 working days apart, whether the effects of the emergency continue to justify the emergency notification regime continuing in place."  (Overseas Investment Act (2005 No 82); last amended on 24 November 2021; Sections 12, 18, 18A, 20A, 27, and 60A)
-------------------------
"6 Interpretation
(1) In this Act, unless the context requires otherwise,—
acquisition includes obtaining ownership or coming into possession by any means [...]
sensitive assets means—
(a) a section 12 interest; and
(b) any rights or interests in securities, business, or property of a kind described in section 13; and
(c) any interest in fishing quota, or rights or interests, of a kind described in section 57D of the Fisheries Act 1996; and
(d) any rights or interests in securities or property of a kind described in section 82(2) [...]
SIB, or strategically important business, means a business that is 1 or more of the following:
(a) a business that researches, develops, produces, or maintains military or dual-use technology, but not of a class set out in regulations:
(b) a business that is a critical direct supplier, but not of a class set out in regulations:
(c) a business of a class set out in regulations that is involved in ports or airports:
(d) a business of a class set out in regulations that is involved in electricity generation, distribution, metering, or aggregation:
(e) a business of a class set out in regulations that is involved in drinking water, waste water, or storm water infrastructure:
(f) a business of a class set out in regulations that is involved in telecommunications infrastructure or services:
(g) a business of a class set out in regulations that is a financial institution or is involved in financial market infrastructure:
(h) a business that is a media business with significant impact:
(i) in section 20A (relating to transactions of national interest),—
(i) a business of a class set out in regulations that is involved in an irrigation scheme:
(ii) any other business of a class set out in regulations that is involved in a strategically important industry or that owns or controls high-risk critical national infrastructure
[...]
7 Who are overseas persons
(1) The purpose of this definition is to provide that persons are overseas persons if they themselves are overseas persons (for example, not a New Zealand citizen or ordinarily resident in New Zealand or, for companies, incorporated overseas) or they are more than 25% owned or controlled by an overseas person or persons.
(2) In this Act, overseas person means—
(a) an individual who is neither a New Zealand citizen nor ordinarily resident in New Zealand; or
(b) a body corporate that is incorporated outside New Zealand or is a more than 25% subsidiary of a body corporate incorporated outside New Zealand; or
(c) a body corporate (A) if an overseas person or persons have—
(i) more than 25% of any class of A's securities; or
(ii) the power to control the composition of more than 25% of A's governing body; or
(iii) the right to exercise or control the exercise of more than 25% of the voting power at a meeting of A; or
(d) a partnership, unincorporated joint venture, or other unincorporated body of persons (other than a trust or unit trust) (A) if—
(i) more than 25% of A's partners or members are overseas persons; or
(ii) an overseas person or persons have a beneficial interest in or entitlement to more than 25% of A's profits or assets (including on A's winding up); or
(iii) an overseas person or persons have the right to exercise or control the exercise of more than 25% of the voting power at a meeting of A; or
(e) a trust (A) if—
(i) more than 25% of A's governing body are overseas persons; or
(ii) an overseas person or persons have a beneficial interest in or entitlement to more than 25% of A's trust property; or
(iii) more than 25% of the persons having the right to amend or control the amendment of A's trust deed are overseas persons; or
(iv) more than 25% of the persons having the right to control the composition of A's governing body are overseas persons; or
(f) a unit trust (A) if—
(i) the manager or trustee, or both, are overseas persons; or
(ii) an overseas person or persons have a beneficial interest in or entitlement to more than 25% of A's trust property.
[...]
10 Consent required for overseas investments in sensitive New Zealand assets
(1) A transaction requires consent under this Act if it will result in—
(a) an overseas investment in sensitive land (see section 12):
(b) an overseas investment in significant business assets (see section 13).
(2) See also sections 56 to 58B of the Fisheries Act 1996, which require consent for a transaction that will result in an overseas investment in fishing quota.
11 Consent must be obtained before overseas investment given effect
(1) Consent must be obtained for a transaction before the overseas investment is given effect under the transaction.
(2) The procedure for obtaining consent (including who must obtain consent) is set out in subpart 2.
[...]
12 What are overseas investments in sensitive land
An overseas investment in sensitive land is the acquisition by an overseas person, or an associate of an overseas person, of all or any of the following (a section 12 interest): [...]
(b) rights or interests in securities of a person (A) if A owns or controls (directly or indirectly) an estate or interest in land described in paragraph
(a) and, as a result of the acquisition,—
(i) the overseas person or the associate (either alone or together with its associates) has a more than 25% ownership or control interest in A; or
(ii) the overseas person or the associate (either alone or together with its associates) has an increase in an existing more than 25% ownership or control interest in A; or
(iii) A becomes an overseas person.
[...]
13 What are overseas investments in significant business assets
(1) An overseas investment in significant business assets is—
(a) the acquisition by an overseas person, or an associate of an overseas person, of rights or interests in securities of a person (A) if—
(i) as a result of the acquisition, the overseas person or the associate (either alone or together with its associates) has a more than 25% ownership or control interest in A or an increase in an existing more than 25% ownership or control interest in A; and
(ii) the value of the securities or consideration provided, or the value of the assets of A or A and its more than 25% subsidiaries, exceeds $100 million or an alternative monetary threshold that applies in accordance with regulations made under section 61A; or
(b) the establishment by an overseas person, or an associate of an overseas person, of a business in New Zealand (either alone or with any other person) if—
(i) the business is carried on for more than 90 days in any year (whether consecutively or in aggregate); and
(ii) the total expenditure expected to be incurred, before commencing the business, in establishing that business exceeds $100 million or an alternative monetary threshold that applies in accordance with regulations made under section 61A; or
(c) the acquisition by an overseas person, or an associate of an overseas person, of property (including goodwill and other intangible assets) in New Zealand used in carrying on business in New Zealand (whether by 1 transaction or a series of related or linked transactions) if the total value of consideration provided exceeds $100 million or an alternative monetary threshold that applies in accordance with regulations made under section 61A.
(2) However, an overseas person that was lawfully carrying on business in New Zealand on 15 January 1996 (which was when the Overseas Investment Regulations 1995 came into force) does not require consent for an overseas investment in significant business assets described in subsection (1)﻿(b) if the investment requires consent only because it comes within that paragraph.
[...]
18 Criteria for overseas investments in significant business assets
(1) The criteria for an overseas investment in significant business assets are all of the following:
(a) the relevant overseas person has, or (if that person is not an individual) the individuals with control of the relevant overseas person collectively have, business experience and acumen relevant to that overseas investment:
(b) the relevant overseas person has demonstrated financial commitment to the overseas investment:
(c) the relevant overseas person is, or (if that person is not an individual) all the individuals with control of the relevant overseas person are, of good character:
(d) the relevant overseas person is not, or (if that person is not an individual) each individual with control of the relevant overseas person is not, an individual of a kind referred to in section 15 or 16 of the Immigration Act 2009 (which sections list certain persons not eligible for visas or entry permission under that Act):
(e) if the overseas investment in significant business assets is a transaction of national interest, the Minister has not declined consent to the transaction (see section 20C).
(2) See section 19 in relation to subsection (1)﻿(c) and (d).
[...]
20A Transactions that are transactions of national interest
Transactions involving non-NZ government investors or SIB
(1) The following kinds of overseas investment transactions are transactions of national interest: [...]
Investment in strategically important businesses
(c) a transaction of a kind described in section 12(a) where the estate or interest in land is used in carrying on a SIB:
(d) a transaction of a kind described in section 12(b)﻿(i) or (ii) or 13(1)﻿(a) where A is carrying on a SIB:
(e) a transaction of a kind described in section 13(1)﻿(c) where the business is or includes a SIB.
[...]
20B Other transactions may be transactions of national interest if notice given
(1) If the Minister considers that any other overseas investment transaction for which an application for consent has been made could be contrary to New Zealand's national interest, the Minister may notify the applicant in writing that the transaction is a transaction of national interest.
[...]
20C Consent may be declined if transaction contrary to national interest
(1) The Minister may decline consent to a transaction of national interest if the Minister considers that the transaction is contrary to New Zealand's national interest.
[...]
20D Who are critical direct suppliers
(1) The Minister may identify a person as a critical direct supplier if the Minister is satisfied that—
(a) the person is a direct supplier of goods or services to an intelligence or security agency; and
(b) the goods or services are integral to the functioning of the agency as an intelligence or security agency; and
(c) the supply of those goods or services cannot readily be replaced.
[...]
20G What are media businesses with significant impact
(1) A media business with significant impact, in relation to an overseas investment transaction or a call-in transaction, is a business that publishes content, or causes content to be published, if—
(a) all or a significant part of the business involves the generation or aggregation of content; and
(b) the business has a significant impact on the plurality of content available to the public or a particular section of the public, either before or as a result of the overseas person's (or their associate's) acquisition.
(2) Content is available to the public or a particular section of the public whether or not—
(a) a receiver has to pay for the content; or
(b) a receiver is required to be a subscriber or member of the publishing service; or
(c) the content is delivered on the demand of a receiver; or
(d) the content is aimed at particular groups of people (for example, people who are located in a particular area of New Zealand, who have a particular interest, or who speak a particular language).
(3) In this section,—
content means news, information, or opinion
publish includes to transmit or broadcast by any means (including, but not limited to, Internet sites, applications, and software).
[...]
81 Purpose of Part
(1) The purpose of this Part is to manage—
(a) significant national security and public order risks associated with transactions by overseas persons; and
(b) while the emergency notification regime is in place, risks associated with transactions by overseas persons that are contrary to New Zealand's national interest.
[...]
82 What are call-in transactions and overseas investments covered by emergency notification regime
(1) A call-in transaction is a transaction by an overseas person or an associate of an overseas person that—
(a) is an overseas investment covered by the emergency notification regime; but
(b) does not require consent (see section 10).
(2) An overseas investment is an overseas investment covered by the emergency notification regime if it is—
Securities 
(a) the acquisition by an overseas person, or an associate of an overseas person, of rights or interests in securities of a person (A) if, as a result of the acquisition, the overseas person or the associate (either alone or together with its associates) has—
(i) a more than 25% ownership or control interest in A; or
(ii) an increase in an existing more than 25% ownership or control interest in A to either a more than 50% or 75% ownership or control interest in A or a 100% ownership or control interest in A; or
(iii) an interest defined in the regulations:
Property
(b) the acquisition by an overseas person, or an associate of an overseas person, of property (including goodwill and other intangible assets) in New Zealand used in carrying on business in New Zealand (whether by 1 transaction or a series of related or linked transactions) of any value that effectively amounts to a change in control of the business, as defined in the regulations.
[...]
85 Requirement to notify
(1) Each overseas person or associate making a call-in transaction must notify the regulator before giving effect to the call-in transaction.
(2) A call-in transaction must not be given effect to unless the Minister makes a direction order in relation to that transaction.
[...]
Schedule 1AA - Transitional, savings, and related provisions
27 Review of emergency notification regime
(1) The Minister must review, at intervals that are no more than 90 days apart, whether the effects of the emergency continue to justify the emergency notification regime continuing in place. [...]" (Overseas Investment Act (2005 No 82); last amended on 1 December 2020; Sections 6, 7, 10, 11, 13, 12, 18, 20A, 20B, 20C, 20D, 20G, 81, 82, 85; Schedule 1AA, Section 27)
Overseas Investment Act (2005 No 82); last amended on 24 November 2021; Sections 12, 18, 18A, 20A, 27, and 60A
Overseas Investment Act (2005 No 82); last amended on 1 December 2020; Sections 6, 7, 10, 11, 12, 13, 18, 20A, 20B, 20C, 20D, 20G, 81, 82, 85; Schedule 1AA, Section 27
[<a href="https://www.legislation.govt.nz/act/public/2005/0082/latest/versions.aspx?av=True">Act</a>],[<a href="https://www.legislation.govt.nz/act/public/2005/0082/51.0/DLM356881.html">Act</a>]