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. From 7 June 2021, the Act enables the Government to review investments in 'strategically important businesses' that are not ordinarily screened (for instance, when the NZD 100 million threshold is not met). The government may block, impose conditions on or order disposal of these transactions when they pose a significant risk to New Zealand's national security or public order.
"6 Interpretation
(1) In this Act, unless the context requires otherwise,— [...]
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
(j) in section 82(2) (definition of overseas investment in SIB assets), a business of a class set out in regulations that develops, produces, maintains, or otherwise has access to sensitive information
[...]
7 Who are overseas persons
(1)[Repealed]
(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—
(i) that is a New Zealand listed issuer; and
(ii) that meets the ownership test in subsection (3)﻿(a), or the control test in subsection (3)﻿(b), or both; or
(d) a body corporate (A) (other than a New Zealand listed issuer) 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
(e) a partnership, unincorporated joint venture, or other unincorporated body of persons (other than a trust or unit trust or managed investment scheme or limited partnership) (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
(f) a trust (A) (other than a managed investment scheme) 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
(g) a unit trust (A) (other than a managed investment scheme) 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; or
(h) a managed investment scheme—
(i) that is a New Zealand listed issuer; and
(ii) that meets the ownership test in subsection (4)﻿(a), or the control test in subsection (4)﻿(b), or both; or
(i) a managed investment scheme (other than a New Zealand listed issuer) if—
(i) the manager or the trustee (as the case may be) is an overseas person; or
(ii) more than 25% of the value of the investment products in the managed investment scheme is invested on behalf of overseas persons; or
(j) an overseas limited partnership within the meaning set out in section 4 of the Limited Partnerships Act 2008; or
(k) any other limited partnership registered under the Limited Partnerships Act 2008 (A) if—
(i) a general partner of A is an overseas person; or
(ii) more than 25% of the persons having the right to control the composition of the governing body of A are overseas persons; or
(iii) more than 25% of the partnership interests (as defined in that Act) of the partners of A are held by overseas persons; or
(iv) 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 the partners of A.
(3) For the purpose of applying subsection (2)﻿(c)﻿(ii) to a New Zealand listed issuer that is a body corporate (A),—
(a) the ownership test is that an overseas person has, or 2 or more overseas persons cumulatively have, a beneficial entitlement to, or a beneficial interest in, 50% or more of A's securities:
(b) the control test is that—
(i) at least 1 overseas person (alone or together with its associates) has a beneficial entitlement to, or a beneficial interest in, 10% or more of any class of A's securities that confer control rights; and
(ii) when the interests of each overseas person to which subparagraph (i) applies are added together, those overseas persons cumulatively have the right to—
(A) control the composition of 50% or more of A's governing body; or
(B) exercise or control the exercise of more than 25% of the voting power at a meeting of A.
(4) For the purpose of applying subsection (2)﻿(h)﻿(ii) to a New Zealand listed issuer that is a managed investment scheme (A),—
(a) the ownership test is that 50% or more of the value of the managed investment products in A is invested on behalf of overseas persons:
(b) the control test is that more than 25% of the managed investment products in A that entitle holders to vote are beneficially owned by or on behalf of overseas persons who each beneficially own 10% or more of those products (alone or together with their associates).
(5) Terms used in subsections (2)﻿(i) and (4) have the same meanings as in the Financial Markets Conduct Act 2013 unless otherwise defined in this Act.
[...]
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.
[...]
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 of a type referred to in section 12(1)﻿(b)﻿(ii); 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.
[...]
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
(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.
(2) The investor test is met in respect of an overseas investment if the relevant Ministers are satisfied that all of the following persons (investors), excluding persons who are not overseas persons, meet the investor test:
(a) the relevant overseas person; and
(b) all the individuals with control of the relevant overseas person, to the extent that the relevant overseas person is not an individual.
(3) The investor test is met in respect of an investor (A) if the relevant Ministers are satisfied that—
(a) none of the investor test factors are established; or
(b) any investor test factor or factors that are established do not make A unsuitable to own or control any sensitive New Zealand assets.
(4) The investor test factors are—
Character
(a) the following, whether in New Zealand or any other jurisdiction:
(i) whether A has, at any time, been convicted of an offence [...]
(ii) whether A has, at any time in the preceding 10 years, been convicted of an offence [...]
(iii) if A is not an individual, whether A has, at any time in the preceding 10 years, been convicted of an offence [...]
(iv) whether A has been ordered, in the preceding 10 years, by a court, any other court in New Zealand, or any equivalent body overseas to pay a civil pecuniary penalty [...]
(v) whether, at any time in the preceding 10 years, a court has imposed a penalty on A for a contravention of this Act or the regulations:
(vi) whether any other proceedings have been begun against A, and have not been completed, for any offence, or contravention of an enactment, that carries a penalty [...]
(vii) whether A has entered, in the preceding 10 years, into an enforceable undertaking or an equivalent agreement with any regulator in respect of any contravention or alleged contravention of any enactment:
(b) whether A is an individual of a kind referred to in section 16 of the Immigration Act 2009 [...]
Capability
(c) whether A is a person prohibited from being a director or promoter of, or concerned in the management of, an incorporated or unincorporated body [...]
(d) whether A is a person subject to a management banning order [...]
(e) whether A has become liable, in the preceding 10 years, to pay a penalty in respect of any of the following: [...]
(f) whether A, at the date on which the application is made, has outstanding unpaid tax of $5 million or more due and payable [...]
[...]
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 [...]
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 acquisition is of or includes property (including goodwill and other intangible assets) in New Zealand used in carrying on 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 significant national security and public order risks associated with transactions by overseas persons.
(2) In order to give effect to that purpose, the Minister may—
(a) review call-in transactions in accordance with subpart 1; and
(b) take any of the following actions in accordance with subpart 2:
(i) make a direction order in relation to a call-in transaction (see sections 88 to 90):
(ii) make a prohibition order in relation to a call-in transaction (see section 92):
(iii) make a disposal order in relation to an investment given effect to under a call-in transaction or a transaction of national interest (see section 93):
(iv) make a recommendation that a person be put into statutory management (see section 96).
(3) The Minister may also make an interim direction order if the Minister is considering whether to take any of those actions, or what kind of action to take, in relation to a call-in transaction (see section 91).
82 What is call-in transaction and overseas investment in SIB assets
(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 in SIB assets; but
(b) does not require consent (see section 10).
(2) An overseas investment in SIB assets is—
Investment in strategically important businesses
(a) the acquisition by an overseas person, or an associate of an overseas person, of rights or interests in securities of a person (A) who is (directly or indirectly) carrying on a SIB if,—
Investment in media businesses with significant impact
(i) in the case of a SIB that is a media business with significant impact, as a result of the acquisition the overseas person or the associate (either alone or together with its associates) has—
(A) a more than 25% ownership or control interest in A; or
(B) an increase in an existing more than 25% ownership or control interest in A of a type referred to in subsection (3); or
Investment in listed issuers
(ii) in the case of A being a listed issuer (or an issuer that would be within the definition of listed issuer if references in that definition to a licensed market operator included equivalent overseas market operators) that is not carrying on a media business with significant impact, as a result of the acquisition the overseas person or the associate (either alone or together with its associates) has—
(A) a 10% or more ownership or control interest in A; or
(B) an increase in an existing 10% or more ownership or control interest in A that is of a type referred to in subsection (3); or
(C) any or more disproportionate access to or control of a SIB; or
Any other investment in SIB business
(iii) in any other case, as a result of the acquisition the overseas person or the associate (either alone or together with its associates) has—
(A) any ownership or control interest in A; or
(B) an increase in any existing ownership or control interest in A that is of a type referred to in subsection (3); or
Investment in SIB property
(b) the acquisition by the overseas person or the associate of property (including goodwill and other intangible assets) in New Zealand used in carrying on a SIB,—
(i) in the case of an acquisition of property used by a critical direct supplier, if that supplier considers that the acquisition may impact its ability to provide contracted services to an intelligence or security agency; or
(ii) in the case of an acquisition of property that is used by a media business with significant impact, if the value of the property acquired is more than 25% of the value of all property owned by the media business immediately before the acquisition; or
(iii) in any other case, if the acquisition of the property would result in the overseas person or associate becoming or being a SIB, or being capable of being a SIB if it were to use the property for an activity of a type referred to in the definition of a SIB in section 6, (for example, because it acquires intellectual property on military or dual-use technology).
(3) An increase is of a type referred to in this subsection if it—
(a) results in an ownership or control interest in A that equals or exceeds their ownership or control interest limit as follows:
(i) if their existing ownership or control interest in A amounted to 25% or less, their ownership or control interest limit is 25%:
(ii) if their existing ownership or control interest in A amounted to more than 25% but less than 50%, their ownership or control interest limit is 50%:
(iii) if their existing ownership or control interest in A amounted to 50% or more but less than 75%, their ownership or control interest limit is 75%:
(iv) if their existing ownership or control interest in A amounted to 75% or more, their ownership or control interest limit is 100%; or
(b) is in securities of A of a different class to the class in which their existing interest is held; or
(c) gives the overseas person or the associate (either alone or together with its associates) any or more disproportionate access to or control of a SIB.
[...]
85 Military or dual-use technology and critical direct supplier call-in transactions
(1) This section applies to a call-in transaction relating to a SIB that is—
(a) a business that researches, develops, produces, or maintains military or dual-use technology; or
(b) a critical direct supplier.
(2) Each overseas person or associate making the overseas investment in SIB assets must notify the regulator before giving effect to the call-in transaction.
(3) A call-in transaction must not be given effect to unless the Minister makes a direction order in relation to that transaction.
[...]
86 Other call-in transactions
(1) This section applies to a call-in transaction that is not a call-in transaction of a kind referred to in section 85.
(2) Any overseas person or associate making the overseas investment in SIB assets may notify the regulator of a call-in transaction at any time before the date set out in regulations.
[...]
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 5 July 2021; Sections 6, 7, 10, 11, 13, 18, 18A, 20A, 20B, 20C, 20D, 20G, 81, 82, 85 and 86; Schedule 1AA, Section 27)
Overseas Investment Act (2005 No 82); last amended on 5 July 2021; Sections 6, 7, 10, 11, 13, 18, 18A, 20A, 20B, 20C, 20D, 20G, 81, 82, 85 and 86; Schedule 1AA, Section 27
[<a href="https://www.legislation.govt.nz/act/public/2005/0082/latest/DLM356881.html">Act</a>],[<a href="https://www.treasury.govt.nz/publications/guide/foreign-investment-policy-and-national-interest-guidance">Other</a>]